PLEASURE ISLAND: A SCREENPLAY
by AnEditorsEye
Summary: A fanfic feature film script sequel to Disney's "Pinocchio", in which a 17 year-old Pinoke and his friends must rescue his father from Pleasure Island's heartless master The Coachman and his minions.


FADE IN:

EXT. OPEN OCEAN - NIGHT

A beautiful night sky hovers above a calm sea. Many stars sparkle like gems, but there's one star that shines more profoundly than all the others as we see a merchant ship calmly glide through the water.

SUPER: 1883.

EXT. DECK - SAME

The deck is cluttered with merchant sailors sleeping under blankets. One sailor, LOU, stands by the Starboard side, gazing at the mighty star with wonder.

A fellow sailor, BUD, approaches his friend, yawning, a blanket over his shoulders. Lou keeps his eyes on the star.

BUD Why aren't you asleep like a man with sense?

LOU It's too beautiful to keep me asleep.

BUD What is?

Loud points to the star. Bud looks, then grimaces.

BUD (CONT'D)  
It's not that beautiful. You've seen one star you've seen them all!

LOU It's the wishing star, you fool! If you make a wish, that star will grant it to you.

BUD You've been sneaking more rum aboard haven't you?

LOU Watch.

Lou gets on his knees, holds his hands together, and returns his eyes to the star.

LOU (CONT'D)  
Starlight, star bright. First star that I see tonight -

Bud pulls his friend up to his feet.

BUD Go to sleep before the captain sees you acting like a madman!

Lou spits in Bud's eye. Bud covers his face.

LOU Now I have to start all over again! Watch.

Lou returns to his position and clears his throat.

LOU (CONT'D)  
Starlight, star bright...

EXT. HELM - SAME

A handsome CAPTAIN calmly works the helm. Captain yawns, opens his tired eyes, and his eyes widen with interest.

Captain removes from his belt a spyglass. He extends it and looks through the eyepiece.

SPYGLASS POV: A pitch black island sits not far from the ship, circled by towering mountains.

Captain lowers the spyglass, smiling. He looks at the deck, and is surprised to Bud on top of Lou, strangling him.

CAPTAIN Gentlemen!

Bud and Lou jump to their feet and stand obediently on deck.

CAPTAIN (CONT'D)  
Looks like our next stop's near at hand.

CAPTAIN (CONT'D)  
(points to Bud)  
Take the helm!

BUD Aye, sir!

Bud rushes upstairs to the helm as Captain goes downstairs towards Lou.

EXT. DECK - SAME

CAPTAIN Better get an early start.

LOU Pardon me, Captain, but where is our next stop?

Captain looks towards the black island. Lou stares at it with excitement.

LOU (CONT'D)  
Oh she's beautiful!

CAPTAIN We'll lay anchor before sunrise. Now ready our goods.

LOU Aye, sir!

CAPTAIN Looks like you've got your wish, my friend!

Captain winks to Lou. Lou stares at the wishing star as the Captain begins waking up the rest of the crew.

CAPTAIN (CONT'D)  
All hands on deck! All hands on deck!

LOU I just want some rum!

BUD (yelling)  
Get going, stupido!

Lou rushes off as the crew awakens. Bud chuckles as he keeps the ship steady.

EXT. ROCKY SHORE - SAME

A figure stands on the rocky shore of the island, looking through a golden spyglass. The figure is wearing a bright purple outfit, a red bow tie, and has long orange hair dangling under his bowler. Meet ROGER.

SPYGLASS POV: The ship is heading right for the island.

Roger lowers the spyglass and grins with delight.

MALE VOICE (O.S.)  
See something of interest, my servant?

Roger turns to face the entrance of a huge cave towering behind him.

ROGER Looks like we've got unwanted company again. That should perk yer spirits up, master!

Suddenly, a match is struck inside the cave, and the match is brought to a pipe hanging from the mouth of an older man, COACHMAN, his chubby face seen very briefly before the fire goes out. Some smoke blows out of the cave.

COACHMAN If you like to see me happy, Roger, then you'll make absolutely sure not to fail on your mission in retrieving my treasure.

ROGER Yes master. I won't dare come back until it's in me grasp.

COACHMAN And the thief who took it?

Roger grins. Coachman blows out more smoke.

COACHMAN (CONT'D)  
Come in. We'd better get started.

Roger closes the spyglass with his right hand, which we can see is made entirely out of red and white striped candy- canes. Roger hurries into the cave, disappearing into the darkness. Roaring erupts from inside.

EXT. DECK - SAME

The crew is scrambling around, carrying crates and other items and setting them on deck. A sailor with a thick mustache, GINO, stops walking and drops his crate. His eyes are huge and fearful as he stares at the ocean from the Starboard side. Lou passes by and looks at Gino.

LOU What's the matter, Gino?

Gino points to something out in the water. Lou looks, and his eyes widen with fear. Suddenly all the crew look over and freeze in their tracks. Bud looks over and his eyes go wide.

Captain exits his cabin and looks angrily at his men.

CAPTAIN What's wrong with you lot? We've got to make it to-

GINO Look Captain!

Captain approaches Gino and stares carefully at what Gino's pointing at.

Sticking out of the ocean is a large pointed rock. Written on the rock in blood is: "INTRUDERS BEWARE. TURN BACK".

LOU What do you make of it sir?

Captain turns to face his crew.

CAPTAIN Boys, we are fearless merchants with a fortune to make, not superstitious children who'll let such pranks stop us from doing our jobs!

Bud points out to sea in front of him.

BUD Up ahead! Something's heading straight for us!

Captain turns, notices something in the distance, and looks through his spyglass.

SPYGLASS POV: A black swarm, roaring and growling, white lifeless eyes shining through, flies swiftly towards the ship.

Captain slowly lowers the spyglass, looking terrified.

CAPTAIN Turn the ship around.

Captain looks at Bud at the helm. Bud stares dumbly at the swarm.

CAPTAIN (CONT'D)  
TURN THE SHIP AROUND!

Bud snaps out of it and frantically turns the wheel to his right. The crew starts panicking and running around.

CAPTAIN (CONT'D)  
Protect yourselves! Duck for cover! Duck I say!

Captain runs into the cabin, slamming the door behind him as the crew hide under their blankets, behind crates, and lie on their stomachs with their hands over their heads.

EXT. OPEN OCEAN - SAME

The ship begins turning the opposite direction. The swarm is approaching faster.

EXT. DECK - SAME

Lou gets on his knees and looks up at the wishing star, shaking.

LOU Starlight, star bright!

BUD (yelling)  
What are you doing?!

LOU First star that I see tonight!

BUD (yelling)  
It'll be your last star if you don't duck for cover!

EXT. OPEN OCEAN - SAME

The swarm speeds forward.

EXT. DECK - SAME

LOU I wish that I may, I wish that I might!

Gino looks over a crate.

GINO This is our end!

LOU GET THE WISH THAT I WISH TONIGHT!

Lou shuts his eyes. Gino ducks for cover. Bud looks away as the swarm finally approaches -

And flies above the sails, and before we know it, it's passed the ship and heading farther away.

Lou slowly opens his eyes. Bud looks around. The crew slowly look up and watch as the swarm vanishes into the distance.

Captain cautiously exits his cabin, a pistol in his hand. Captain sees the swarm vanishing, and he begins to chuckle.

Captain walks to the center of the main deck. All the crew look at him.

CAPTAIN Gentlemen, we've had nothing to fear. We were all getting worked up over a harmless swarm of passing -

A large shape erupts from the sea, growing larger and larger behind the Captain.

The crew gasp and look up in horror. Captain turns and gasps.

The shadow of the shape obscures the Intruder rock.

The crew scream in unison as a pair of giant jaws come down onto the ship.

EXT. OPEN OCEAN - SAME

The SEA CREATURE collapses onto the ship, sending huge waves splashing up in the air.

The sea creature and the ship go under the sea, and the ocean gradually grows calm again as several crates and items pop onto the surface.

EXT. ROCKY SHORE - SAME

Still inside the cave, Coachman puffs on his pipe and blows out some smoke.

COACHMAN Eat up, my sweetie.

The Coachman begins cackling, the laughter echoing throughout the cave, his green eyes glittering in the dark.

Coachman's laughter suddenly turns into the laughter of teenagers as we cut to

INT. CLASSROOM - DAY

A class of teenagers roar with laughter as their teacher, MISS ANGELA, speaks to them from the front.

MISS ANGELA Alright class, that's enough. That is enough.

The class settles down and look at their teacher.

MISS ANGELA (CONT'D)  
We're almost at the end, hang in there. Now, I want to take this opportunity to ask each of you what your plans are for summer vacation.

The class groan in unison. Miss Angela frowns.

MISS ANGELA (CONT'D)  
Now really! Is this how you're going to behave when you reach university? Sometimes I feel like I'm in a classroom full of mules!

A tall kid in the middle, TOTO, jumps at the chance.

TOTO Hee-haw! Hee-haw!

The class erupts into laughter. Miss Angela rolls her eyes.

INT. HALLWAY - DAY

The door to the boy's bathroom opens and a handsome young man steps out. Seventeen years of age, he has short black hair and blue eyes. Meet MAURIZIO COLLODI.

Maurizio walks down the hallway, whistling "Little Wooden Head". Just as Maurizio is about to turn the corner, the head of a medium-sized whale, jaws open, eyes red, pop out from the corner.

Maurizio stares at the whale head, eyes wide with fear. He then screams and hits the whale head, sending it to the floor.

A student, JASPER, pokes his head out, staring at Maurizio with surprised eyes.

JASPER Hey! What'd you do that for?

Maurizio sighs with relief.

MAURIZIO Oh, it's only you, Jasper. I'm sorry.

Jasper looks at the whale, then back at his schoolmate.

JASPER Did my whale sculpture scare you, Maurizio?

MAURIZIO Scare me? Nah, it just...really captured my attention.

JASPER Thanks!

Jasper picks up the whale.

JASPER (CONT'D)  
It's based on a real-life whale, y'know? Sadly it was killed three years ago by fishermen. Wish I could've seen it in person, y'know?

MAURIZIO NO!

Jasper stares at his schoolmate, alarmed.

JASPER Are you sure you're okay?

Maurizio walks past Jasper, embarrassed. Jasper watches him go.

INT. CLASSROOM - MOMENTS LATER

MISS ANGELA That's very interesting, Sarah. I hope you see plenty of lions. Now, who hasn't gone yet?

Maurizio enters the classroom.

MISS ANGELA (CONT'D)  
Ah, Maurizio! What are your plans for summer vacation?

TOTO Staying home with daddy.

Toto and the other students chuckle. Maurizio stares at his classmates like a deer in the headlights.

MISS ANGELA That's enough out of you, Senor Toto! (to Maurizio)  
Go ahead, Maurizio.

Maurizio shallows hard.

MAURIZIO (nervous)  
Ah...I'm going to help my father run his workshop. And...that's it.

The class chuckles.

MISS ANGELA Thank you, Maurizio.

Maurizio smiles nervously as we hear the ringing of a bell.

EXT. SCHOOL - DAY

Students rush out of the building, conversing with one another and hurrying for home. The bell continues its toll.

Maurizio walks slowly past his peers, looking a little shaken.

TOTO (O.S.)  
Hey Collodi!

Toto and his three pals (LARRY, MOE, AND CURLY) approach Maurizio from behind.

TOTO (CONT'D)  
You really just gonna stay home all summer with old wood breath?

MAURIZIO Toto, please.

TOTO You give me heartache, Collodi. It sickens me to see a dumb kid suffer. Especially when he's stuck with an equally dumb father!

Maurizio runs out of the gates as Toto and his goons cackle.

EXT. ALFREDO'S HOME - MOMENTS LATER

An overweight man, ALFREDO, sweeps the doorstep of his home with a broom as Maurizio walks over. Alfredo beams at the boy.

ALFREDO Good afternoon, my dear Maurizio!

MAURIZIO Hello, Alfredo! How are you?

ALFREDO Wonderful! And you must be very happy! First day of summer vacation!

MAURIZIO Should be fun.

ALFREDO You going home now?

MAURIZIO Not yet. I need to buy a birthday gift for Father.

ALFREDO Then I better let you go! See you around!

MAURIZIO Thanks, Alfredo!

The boy waves and walks on. Alfredo resumes his work.

EXT. VILLAGE SQUARE - MOMENTS LATER

Maurizio walks into an Italian village square, then looks over to his right and freezes, his smile falling from his face.

A group of small children are enjoying a puppet show. They giggle as marionette Cossacks dance on a wooden stage.

Maurizio stares fearfully at the marionettes, then looks up at the PUPPETMASTER operating the strings and making noises with his mouth. The Puppetmaster has long black hair, a long black beard, and wild eyes.

Maurizio cautiously steps away from the show and backs into

EXT. EMPTY STREET - SAME

Maurizio leans back against a wall, breathing fast.

GENTLEMAN (O.S.)  
Come here and give me a kiss doll!

Maurizio looks to his left and sees a GENTLEMAN trying to grab at a stunning sixteen year-old girl with brown eyes and short brown hair, wearing a black cloak and a belt in an alleyway. The girl, ELEONORA LORENZINI, tries to keep her calm.

ELEONORA Look, mister, I'm not selling myself!

GENTLEMAN But you're so lovely!

ELEONORA Either take what I'm offering or go away!

GENTLEMAN Who's gonna make me doll?

Gentleman grabs onto Eleonora's shoulders. Eleonora knees Gentleman in the groan. Gentleman yelps and bends forward. Maurizio stares with amazement.

Eleonora does a back flip over Gentleman, and slides her leg under him, causing him to fall on his back.

Gentleman yelps and Eleonora stands over him, her foot on his chest.

ELEONORA Are we done here?

Gentleman nods frantically. Eleonora steps away. Gentleman stands up and runs like hell out of the alleyway and down the way Maurizio came.

Maurizio stares in awe at Eleonora as she dusts herself off with her hands. Maurizio walks towards her.

EXT. ALLEYWAY - SAME

Maurizio approaches Eleonora, who doesn't notice him.

MAURIZIO That was incredible, miss!

Eleonora shoots an angry look at Maurizio, who steps back.

ELEONORA Excuse me?

MAURIZIO I just saw how you handled that guy. I've never seen a girl do that!

ELEONORA You were spying on me? You jerk!

Eleonora storms forward. Maurizio runs onto

EXT. EMPTY STREET - SAME

And sees the Gentleman run up to him, a CONSTABLE following behind. Gentleman points to alleyway.

GENTLEMAN Boy, did you see a teenage girl in there?

CONSTABLE I'll ask the questions. (to Maurizio)  
Boy, did you see a teenage girl in there? She deliberately attacked this man only seconds ago.

MAURIZIO She ran down there!

Maurizio points down the street.

CONSTABLE/GENTLEMAN Gratcie!

The two men run down the street, disappearing around the corner.

EXT. ALLEYWAY - SAME

Eleonora pokes her head out from behind an apple barrel, looking surprised at Maurizio.

ELEONORA You...you didn't turn me in.

Maurizio looks at Eleonora, a little smile on his face.

MAURIZIO I've...I've never lied to anyone in years. I guess I just...

The two kids lock eyes onto each other, unable to speak. Eleonora grins, stands and walks over to the boy, holding out her hand.

ELEONORA I'm Eleonora. Eleonora Lorenzini.

Maurizio smiles back and holds out his own hand.

MAURIZIO I'm Maurizio. Maurizio Collodi.

The two shake hands. Maurizio looks down and sees a square- shaped box dangling from Eleonora's belt.

Eleonora looks at the box.

ELEONORA Oh. This is just what I was trying to sell to that jerk. Been trying to get it off my hands all day.

MAURIZIO What is it?

Eleonora grins.

ELEONORA You interested in the bizarre?

INT. GEPPETTO'S WORKSHOP - LATE AFTERNOON

A small hill of green, chunky cat food sits on a plate at a wooden dinner table before FIGARO, a black cat with a white stomach. He looks up helplessly at an elderly man with glasses and a beard, GEPPETTO.

GEPPETTO Come now, Figaro! This is the latest trend in cat dining! Less expensive, too!

Figaro smells the food, and covers his mouth, his eyes bulging out of his head.

GEPPETTO (CONT'D)  
Oh don't start with me! Why can't you be like Cleo?

Figaro looks over at a yellow fish in a bowl, CLEO, eating her own food from inside her castle on the table. Cleo winks at her feline friend, who frowns and folds his arms.

GEPPETTO (CONT'D)  
Well either you learn to like it, or you won't eat at all.

The front door opens and Maurizio steps inside. Geppetto smiles at the boy, as do the pets.

GEPPETTO (CONT'D)  
Well look who's here!

MAURIZIO How's your day, Father?

GEPPETTO Better now that you're home!

The two embrace each other. Geppetto sees his son holding a small sack in his hand. As he releases his son -

GEPPETTO (CONT'D)  
What's that, son?

MAURIZIO Oh, just some papers our teacher returned to us today! I'm going to my room for a bit, alright?

GEPPETTO Alright my-

His boy races upstairs. Geppetto chuckles.

INT. BEDROOM - SAME

Maurizio hurries into a wide bedroom, with cuckoo clocks and wooden toys taking up nearly all of the wall space.

Maurizio shuts the door and sets his sack onto his bed. He excitedly pulls out the same square box from before out of the sack and stares at it with wonder.

JIMINY (O.S.)  
Is that you, Pinocchio?

The boy (now referred to as PINOCCHIO) looks at a hole in the wall over his bed.

PINOCCHIO Hey, Jiminy.

A small, bald, elderly creature in a light brown coat steps out of the hole and grins up at Pinocchio. Ladies and Gentlemen, JIMINY CRICKET!

JIMINY Hello, son. I hope you had a great last day of school.

PINOCCHIO Sure did. And I thought we've been through this. Please don't call me Pinocchio.

JIMINY Still don't see why I shouldn't. Maurizio was your grandfather's name, and your name is -

PINOCCHIO Embarrassing. If anyone at school found out...especially Toto...

Pinocchio looks back at the box.

PINOCCHIO (CONT'D)  
Wanna see what I got for Father?

Jiminy looks at the box with some confusion.

JIMINY Hmmm. I didn't know that they made toolkits so small these days.

PINOCCHIO It's not a toolkit. Something better.

Jiminy watches as the boy takes the top of the box off, and very carefully lifts out a medium-sized cube, made of violet crystal, shining in the sunlight coming from the window.

JIMINY What on Earth is it?

Pinocchio stares at the cube with fascination.

PINOCCHIO A crystal cube. I've never seen anything like it in my life. Isn't it something?

JIMINY Well...what can you do with it?

PINOCCHIO I dunno. It was too beautiful to pass up. Spent all my allowance money, but it's totally worth it.

JIMINY YOU SPENT ALL YOUR ALLOWANCE ON A BLOCK?!

Pinocchio drops the cube onto the floor, startled.

PINOCCHIO Tell the whole village why don't ya?

GEPPETTO (O.S.)  
Pinocchio? Everything alright?

Pinocchio looks at the floor.

PINOCCHIO YES FATHER! AND FATHER, DON'T FORGET!

GEPPETTO (O.S.)  
Oh yes. Sorry, Maurizio!

Jiminy folds his arms.

JIMINY Pinocchio, that was your father's hard-earned money! You should've stuck with your original plan of buying him a new toolkit!

Pinocchio rises to his feet.

PINOCCHIO He's gonna love it tomorrow! I guarantee it!

Pinocchio lies on his back upon the bed as his conscience begins to vent.

JIMINY You may have done stupid things in the past, Pinocchio -

PINOCCHIO Maurizio!

JIMINY But this is at the top of that list! Oh wait, maybe I'm wrong. Deciding not to go to university is what's really at the top of that list!

PINOCCHIO It's just not for me, okay? I'm staying right here and running the shop with Father.

JIMINY If he had any idea of what you're thinking of doing-

PINOCCHIO He'll respect my decision. I'm not a little kid anymore, and I wanna live my life my way!

Jiminy turns his back on the boy, furious.

JIMINY I can't believe you're acting like such a child! You have the chance to make something really big out of your life, and you don't care! Now as far as the block goes, I say you go right back to where you got that thing, return it, get refunded, and then buy your father a real birthday present!

Pinocchio doesn't answer.

JIMINY (CONT'D)  
Pinoke? Pinoke?

Jiminy turns around to find the boy asleep on the bed.

Jiminy sighs and slowly walks back into his hole.

PINOCCHIO Hmmm, Eleonora Lorenzini...

Pinocchio sighs dreamily with a big smile on his face.

INT. HOLE - SAME

Jiminy walks over to a cork, and carefully seats himself onto it.

He gazes sadly at a solid gold badge hanging on the wall over a little bed. The badge reads "OFFICIAL CONSCIENCE". He looks at his reflection in the badge.

JIMINY I guess the older I get, the less successful of a conscience I am to Pinocchio.

PINOCCHIO (O.S.)  
Maurizio!

Jiminy sighs and hangs his head.

EXT. VILLAGE - DUSK

The sun disappears over the surrounding mountains, leaving the village in darkness.

EXT. DOCK - NIGHT

Eleonora sits on a quiet dock, counting several coins (Pinocchio's allowance money) on her lap. She finishes counting and slides all the coins into a small sack. She ties it up and smiles.

ELEONORA I'm finally home free. Thanks to that good-looking kid.

The girl gets to her feet and walks down the dock towards the village. The girl hears someone shivering and sees two homeless boys under ten years of age huddled together against a rowboat, shivering in their sleep. In their laps is a cardboard sign which reads in crude handwriting "Hungry and Homeless".

Eleonora stares at them with sad eyes. She holds up her sack of money and ponders.

She sighs, then gently takes one of the boys' hands and places the sack into it. She closes the boy's hand and gently places it inside the boy's pants pocket.

ELEONORA (CONT'D)  
Be careful, little guys.

Eleonora stands and walks into the village as the boys continue their slumber.

EXT. GEPPETTO'S WORKSHOP - NIGHT

Warm candlelight illuminates the front windows from the inside of Geppetto's workshop, with a worn-out sign over the doorway reading "GEPPETTO'S".

INT. GEPPETTO'S WORKSHOP - NIGHT

Pinocchio finishes scrubbing the last dirty dish and sets it onto the dish rack. He dries his hands with a towel, and walks over to his father, who is seated in front of his worktable, focused on painting a large wooden sign.

PINOCCHIO What're you working on, Father?

GEPPETTO Just putting the finishing touches on the new sign. The old one's too filthy and damaged to read.

PINOCCHIO Is it going to just say "Geppetto's"?

GEPPETTO Not unless you've got a better idea, Pino-I mean, Maurizio.

Pinocchio grins.

PINOCCHIO Well...I think it'd be great if you changed it and make it read "Geppetto and Son's".

Geppetto stops painting, looking surprised.

PINOCCHIO (CONT'D)  
Wouldn't that be exciting, Father? You and me, a team? Wouldn't need to pay a cent for university.

Geppetto shuts his eyes, sighs, and sets his brush down and turns to face his son.

GEPPETTO Please sit down, son.

Pinocchio's smile slowly drops. He nods, however, and takes a seat right across from his father.

GEPPETTO (CONT'D)  
Maurizio...can I please call you by your real name?

PINOCCHIO I guess so.

GEPPETTO Pinocchio, you know that I will always love you, and I will always support you no matter what happens. However...I don't think you should stay here and run the shop with me all your life.

Pinocchio looks at his father with hurt eyes.

PINOCCHIO Don't you want me to help you? Have I done something wrong?

GEPPETTO Pinocchio -

PINOCCHIO I may not be as good a toymaker as you are, but I'm always willing to improve and I'm always making new things!

Pinocchio points to a shelf full of wooden toys and clocks.

PINOCCHIO (CONT'D)  
My work hasn't sold yet, but I promise you I will work harder and I will put my work out there!

GEPPETTO It's not about the toys -

PINOCCHIO I refuse to let you down, Father! I will not bring shame to the family business and I will shape up -

GEPPETTO YOU WILL LISTEN TO ME!

Pinocchio stares with wide eyes as his father, who is now frowning and trying to stay calm. Figaro and Cleo, on top of the table, are frozen with fear.

GEPPETTO (CONT'D)  
Look, son, it's been nine years since you've last travelled out of the village. It's been nine years since you've last taken risks and tried new things. You cannot allow what happened to you...as a puppet...stop you from becoming a man with his own life and his own home. I know how scary it can be -

PINOCCHIO You don't know anything.

Geppetto's eyes widen.

GEPPETTO I beg your pardon?

PINOCCHIO You don't know what it's like, to try walking to school on your first day and be tricked by two con artists! You don't know what it's like, to be thrown into a cage and have your life threatened by an evil showman! And you have no clue, what it's like to watch your best friend be turned into an animal, never to see his mother again!

Pinocchio struggles to fight back tears.

PINOCCHIO (CONT'D)  
I wish I could've told the police about what happened to those kids, but if I did they'd throw me in an asylum!

The boy shakes his head and hangs it in despair.

PINOCCHIO (CONT'D)  
I can't forget those memories. They'll always haunt me.

GEPPETTO I will not let you live in fear of the world. You will leave school next year, and attend university, and then you are expected to go out into the world and be a man like everyone else! Is that clear?

Pinocchio shakes with anger, then bolts out of his seat and storms upstairs. Geppetto watches him go, mad. The pets watch him go, then cringe when the bedroom door slams shut.

Geppetto stares at the staircase, then turns around and resumes painting his sign as if nothing had happened.

DISSOLVE TO:

EXT. GEPPETTO'S WORKSHOP - NIGHT

The candlelight from inside the shop flickers for several seconds, then is blown out by Geppetto, leaving the shop in total darkness.

EXT. VILLAGE SQUARE - NIGHT

Not a soul is out tonight in the village square.

EXT. SCHOOL - NIGHT

The gates to the school are locked and the building is empty.

EXT. ALLEYWAY - NIGHT

The alleyway is dark and empty.

INT. BEDROOM - NIGHT

Pinocchio sits on his bed, back against the wall, head in hands, sobbing.

INT. HOLE - SAME

Jiminy lies in his bed, in pajamas, listening to the boy's sobbing.

JIMINY I knew it wouldn't go well.

Jiminy thinks, then swings his legs across the bed and sits upright.

INT. BEDROOM - SAME

Pinocchio tilts his head up, tears soaking his face. Pinocchio notices something out the window and glares at it.

The wishing star glows profoundly among the vast blue sky.

Pinocchio turns his body so he's facing the window, sits up on his knees, and holds up his hands. He stares directly at the star.

PINOCCHIO Starlight, star bright. First star I see tonight. I wish I may, I wish I might, have the wish I wish tonight.

Jiminy slowly reaches the entrance of the hole in his pajamas as Pinocchio stares grimly at the star.

PINOCCHIO (V.O.) (CONT'D)  
I wish I'd never have to become a man.

JIMINY Pinoke? Who are you talking to?

Pinocchio looks at his conscience, and angrily picks up a nearby brick and places it over the hole.

PINOCCHIO Go to sleep!

JIMINY (O.S.)  
Hey! Lemme out of here! Lemme me out of here!

Pinocchio looks at the cube on the floor. He picks it up and opens his window.

PINOCCHIO Thanks for nothing, Eleonora!

Pinocchio holds the cube up, ready to throw it out the window, when suddenly, the cube lights up, causing violet rays to illuminate the room.

Pinocchio sees the light, and holds the cube with both hands, awestruck.

JIMINY (O.S.)  
Pinocchio! Lemme out! What's going on out there?!

Pinocchio stares at the cube, fixated at a foggy cloud forming in its center.

A black shape appears in the cloud. It resembles a donkey.

PINOCCHIO A donkey?

A VOICE softly calls from inside the cube.

VOICE Save them. Save them.

PINOCCHIO Save them? Save who?

EXT. STREET - SAME

Outside Pinocchio's room, the violet light spills out of the window onto the street below.

VOICE (O.S.)  
Save them. Save them.

A brightly-colored figure stares up at the window, and turns his head towards the street. Roger looks pleased.

ROGER I've found it, master.

Roger takes a long drink from a wine bottle in his candy-cane hand. He lowers the bottle, swallows, and puts his other hand to his mouth and whistles a long, piercing sound.

Suddenly, pitch black shadows begin spreading around the surrounding houses and buildings, swallowing them till they're only silhouettes.

The shadows spread to the houses on the other side of the street. Roger watches with delight.

The shadows reach several street lamps, extinguishing the flames within them, leaving the entire street in darkness. Except for Geppetto's home.

INT. BEDROOM - SAME

A loud BANG erupts from downstairs, making Pinocchio jump and turn his face to the door. The light from the cube slowly starts fading.

PINOCCHIO Father?

Heavy footsteps are heard from downstairs. Pinocchio shakes, then hurries out of his bed, leaving the cube on the mattress. The donkey figure fades away inside the cloud.

INT. GEPPETTO'S WORKSHOP - MOMENTS LATER

Pinocchio quietly descends the staircase, holding a lit candle in front of him. He reaches the last step, and cautiously scans the room.

PINOCCHIO (whispering)  
Father? Is that you?

The workshop is dead quiet. Nothing has been changed.

Pinocchio slowly walks forward, the floor creaking under him each step he takes. Pinocchio moves the candle to see more of his surroundings as he reaches the dinner table by the front window.

Not a sound or anything unusual catches Pinocchio's attention.

Pinocchio holds the candle outward, and sees Figaro sound asleep next to Cleo, also asleep, at the edge of the table.

Pinocchio relaxes.

PINOCCHIO (CONT'D)  
What an imagination I have.

Suddenly, the candle goes out, and Pinocchio is jerked backward.

INT. GEPPETTO'S BEDROOM - SAME

Geppetto sleeps in his bed.

PINOCCHIO (O.S.)  
FATHER! FATHER HELP ME! FATHER!

Geppetto bolts upward and looks at the door with alarm.

GEPPETTO Pinocchio?

INT. GEPPETTO'S WORKSHOP - SAME

Pinocchio is slammed against the front door, a large black hand holding him by the throat, causing the boy to struggle to scream.

PINOCCHIO Father...Father...

Figaro and Cleo slowly open their eyes, and instantly jump in alarm. Figaro hides behind Cleo's bowl as Cleo hides in her castle. The two then peek their heads out and watch the scene with horror.

Pinocchio is being strangled by a large SHADOW MAN, a massive figure with the only feature visible being a pair of lifeless white eyes.

Roger watches Pinocchio choke from the worktable, his wine bottle in his candy-cane hand.

ROGER Don't kill him yet. The master's been looking forward to meeting the one who stole his treasure. But before we go... (Holds up bottle)  
Cheers.

Roger raises the bottle to his mouth -

A gun goes off. The bottle explodes into several pieces, causing Roger to cover his eyes as the pieces fall to the floor.

The shadow man looks behind him. Pinocchio looks ahead.

PINOCCHIO Father...

Geppetto stands in his pajamas, aiming a pistol at the shadow man.

GEPPETTO Let go of my son!

Roger looks at Geppetto furiously, his face drenched with wine. Points at him.

ROGER SHADOWS!

Suddenly, the front windows of the shop shatter as two black figures fly through them.

The kitchen table flies off the floor and collapses onto its side, sending Figaro to the floor and causing Cleo's bowl to shatter beside him.

The two figures shove Geppetto against the wall and pin him there, causing him to drop the pistol. The figures are also Shadow Men.

ROGER (CONT'D)  
(to Shadow Man holding Pinoke)  
Help yer friends!

Shadow Man roars and approaches Geppetto, releasing the boy.

Pinocchio lands onto the floor, and runs towards the pistol as his father struggles to break free from the shadow men's hands. He picks it up, aims for the goons, pulls the trigger-

No bullets. Pinocchio strikes one of the shadow men with the butt of the pistol. The pistol shatters into tiny pieces. Pinocchio gasps.

GEPPETTO Run Pinocchio! Save yourself!

Pinocchio runs for the staircase. Roger runs after him.

ROGER You ain't going anywhere you -

Geppetto raises his legs and kicks Roger away, sending Roger into the shelf containing Pinocchio's work, breaking it and some of the items. Roger collapses and groans on the floor.

Pinocchio runs up the stairs and bursts into

INT. BEDROOM - SAME

And quickly grabs the brick away from the hole and picks up the cube, now lifeless, from the bed. Jiminy looks up at the boy, enraged.

JIMINY What is the matter with you?!

PINOCCHIO Father needs help!

JIMINY Help? Wait, Pinoke!

Pinocchio is out the door.

INT. GEPPETTO'S WORKSHOP - SAME

Pinocchio hurries downstairs and sees all three shadow men holding down his father, who struggles to break free.

PINOCCHIO Let my father go!

Pinocchio strikes one of the shadow men on the head with the brick, but the brick shatters into tiny pieces. Pinocchio is shocked.

GEPPETTO Leave us alone!

Pinocchio raises the cube, ready to strike -

When the barrel of a pistol touches his head. Pinocchio looks over and sees Roger aiming his own pistol at the boy's head.

ROGER Don't you dare. (holds out hand)  
Gimme it.

Pinocchio reluctantly hands Roger the cube. Roger grins as he puts the cube into his pocket halfway using his candy-cane hand.

ROGER (CONT'D)  
Technically you ain't the one I'm supposed to bring back alive. So...

Pinocchio shuts his eyes tightly, as Roger aims his pistol for his heart.

EXT. GEPPETTO'S WORKSHOP - SAME

The wishing star hovers over the workshop. A streak of blue light zooms out of the star and into

INT. GEPPETTO'S WORKSHOP - SAME

The pistol goes off just as the blue light strikes the room, lighting everything. Roger and shadow men stare with horror.

ROGER Retreat!

Roger touches one of the shadow men with his candy-cane hand, dropping the cube to the floor. Instantly, he and the shadow men fly out of the front window and swiftly vanish down the street.

EXT. STRRET - SAME

The shadows covering the surrounding houses and buildings vanish completely. The street lamps are lit up and shining once again.

INT. GEPPETTO'S WORKSHOP - SAME

The entire workshop looks like a war zone, torn up, covered with paint, and quiet as a graveyard. The blue light remains.

Pinocchio lies on the floor, unmoving or breathing. Suddenly, he groans and slowly rises to his feet, his back turned to us. As he feels his head, we notice that his physique is suddenly more slim than before, and his skin has the texture of oak.

PINOCCHIO What happened?

A cat's meowing breaks the silence. Pinocchio turns his head, then walks towards the remains of the kitchen table.

PINOCCHIO (CONT'D)  
Oh no!

Figaro's leg is bleeding and he meows in pain as Cleo flops frantically among the remains of her broken bowl, gasping for oxygen.

PINOCCHIO (CONT'D)  
It's okay, guys! I'll take care of you!

Pinocchio rushes over to Cleo and gently picks her up in his wooden hands.

PINOCCHIO (CONT'D)  
Hang on, Cleo.

Pinocchio takes the fish over to a bucket full of water and plops her into it.

PINOCCHIO (CONT'D)  
There you go. Now to take care of you Fig -

Pinocchio stares at his reflection in the water. His face is made of wood.

Pinocchio screams and backs against the wall, stepping on Figaro's tail. Figaro yelps and runs off into Geppetto's bedroom.

Pinocchio feels his face, then looks down at his hands and legs. He's now made entirely out of wood.

PINOCCHIO (CONT'D)  
Could it be?

Pinocchio approaches the bucket and stares carefully at his reflection.

PINOCCHIO (CONT'D)  
I'm...I'm made of wood.

Pinocchio shakes his head in disbelief.

PINOCCHIO (CONT'D)  
I'm made of wood again.

JIMINY (O.S.)  
Pinocchio?

The old cricket walks up to his friend, who continues to stare into the bucket. He stops and looks concerned at the boy.

JIMINY (CONT'D)  
What happened here? Where's Geppetto?

Pinocchio looks up, alarmed.

PINOCCHIO Father.

Pinocchio turns and scans the room. It's empty and destroyed.

PINOCCHIO (CONT'D)  
Father?

Pinocchio stands up and walks towards the worktable.

PINOCCHIO (CONT'D)  
Father?

Not a sound. Pinocchio stares at his Father's pistol, tears rising in his eyes.

PINOCCHIO (CONT'D)  
FATHER!

Pinocchio's voice echoes through the workshop. Cleo pokes her out of the water and looks sadly at Pinocchio.

Jiminy lowers his head and sheds a tear.

JIMINY I'm sorry, Pinocchio. I'm so sorry.

Pinocchio looks down at his chest, and opens up his shirt to reveal a bullet stuck inside his wooden chest. Pinocchio looks up, anger in his eyes.

PINOCCHIO They took him. Those monsters, they took him.

JIMINY What're you talking about?

PINOCCHIO They wanted the cube. They thought I'd stolen it.

Pinocchio looks at the cube on the floor, picks it up and inspects it.

PINOCCHIO (CONT'D)  
I don't know why they wanted this thing, but they left it behind. If I give it back to them...then they have to free him. I don't know where they went though. I'm lost without Father!

Pinocchio slams his fist onto the worktable. Suddenly, the blue light increases its brightness level behind him. Jiminy stares at the light in awe.

JIMNY Pinocchio...Look.

Pinocchio turns his head, and his jaw drops as a figure emerges from the blue light, which returns to its previous brightness level.

The figure is a woman with long golden hair, a sparkling blue robe, and a crystal wand in her hand. Meet The BLUE FAIRY.

JIMINY Well I'll be...it's the Blue Fairy.

Blue Fairy smiles warmly.

BLUE FAIRY Hello Sir Jiminy. It's so nice to see you in person again. (to Pinocchio)  
It's also so nice to see you in person again too, Pinocchio. You've grown up too fast!

PINOCCHIO You...you know where Father is?

Blue Fairy's smile drops.

BLUE FAIRY I am greatly saddened by Geppetto's kidnapping. I'm afraid the people who have him are a long way from here.

PINOCCHIO How far? A day? A week? A month?

JIMINY Be calm, Pinoke!

BLUE FAIRY All I can tell you is that your father is to be imprisoned in a place you haven't been to in nine years time, Pinocchio.

PINOCCHIO Gee that's really helpful!

JIMINY Forgive him, Miss Fairy. He hasn't been separated from his father ever since he became- I mean, since you tuned him into a real boy.

BLUE FAIRY Listen carefully, you two. Pinocchio, if you wish to see your father again, you must travel to where he is, free him yourself, and return straight home.

BLUE FAIRY (CONT'D)  
If you do this, I will gladly change you back into a real boy.

PINOCCHIO So you did this! Why?

BLUE FAIRY Don't you remember your wish? You wished tonight that you would never have to become a man. I granted it to you, but I'm willing to take it back. Do we have a deal?

Blue Fairy holds out her hand. Jiminy looks at Pinoke. Pinocchio stares at Blue Fairy, then sighs and takes her hand.

BLUE FAIRY (CONT'D)  
And Sir Jiminy?

JIMINY Yes?

BLUE FAIRY You are to return to your job of being Pinocchio's conscience. I want you to be with him every step of his journey.

JIMINY Me? But I'm too old to be travelling now.

BLUE FAIRY Sir Jiminy, I'm surprised. You know how old I have been granting wishes?

Jiminy shakes his head.

BLUE FAIRY (CONT'D)  
Eighteen-thousand years.

JIMINY Golly...and I thought I was old. Er, not that you look old, Miss Fairy I just...

Jiminy smiles sheepishly and bows to the Blue Fairy.

JIMINY (CONT'D)  
I won't let you down.

Blue Fairy giggles.

BLUE FAIRY Alright, boys. Good luck, and Pinocchio, always let your conscience be your guide.

Blue Fairy waves her wand, and slowly disappears, along with the blue light.

Several nearby candles light up and lighten the dark room. Jiminy stares at the sight with wide eyes.

JIMINY Whoa. She never ceases to amaze me.

PINOCCHIO A place I haven't been to in nine years time? That could mean anything!

JIMINY Just take it easy, Pinoke.

PINOCCHIO Would you stop calling me that?! I need to think.

Pinocchio starts pacing the room. Jiminy sighs and wanders around the room, scanning the mess.

Jiminy bumps into a piece of glass and falls on his butt. He looks up and his eyes widen with interest.

Pinocchio continues pacing, when suddenly -

JIMINY Hey Pinoke. Look at this!

Pinocchio stops pacing and bends down to where Jiminy is standing.

JIMINY (CONT'D)  
This is a piece of a broken wine bottle. It's a brand I don't think your father ever buys. (Reads the label)  
"Red Lobster Inn. 1874". This is a nine year-old bottle.

PINOCCHIO Nine years. (Realizing)

PINOCCHIO (CONT'D)  
That's the bottle that guy was drinking from before Father was kidnapped!

Pinocchio picks up the bottle piece and stares at the label.

PINOCCHIO (CONT'D)  
I've never been to a Red Lobster Inn. But maybe this'll help us find Father. C'mon!

Pinocchio stands as we cut to:

INT. ALFREDO'S HOME - NIGHT

There's a knocking at the door. Alfredo, a lit candle in his hand, approaches the door.

ALFREDO Enough, I'm coming! I'm coming!

Alfredo opens the door, and is surprised to see Figaro (his leg bandaged) and Cleo (floating in a glass jar full of water) sitting inside a basket with a blanket over them. There's also a handwritten note inside the basket.

Alfredo picks up the note and reads it aloud.

ALFREDO (CONT'D)  
(reading)  
"Dear Alfredo, my father and I had to leave for an urgent emergency elsewhere. Please care for Figaro and Cleo for a few days. God Bless you. Maurizio."

Alfredo looks down at the pets with a smile.

ALFREDO (CONT'D)  
Okay, fellows. You're going to be spending time with Uncle Alfredo.

Alfredo picks up the basket.

ALFREDO (CONT'D)  
You're going to love my smoked salmon and secret pudding. An old family recipe!

The pets lick their lips and smile at each other as Alfredo takes them in and shuts the door.

EXT. STREET - SAME

The door to Alfredo's home finishes closing. Pinocchio, wrapped up in a blanket, watches from around a corner. Jiminy, wearing his trademark black coat, orange shirt, black top hat and carrying his umbrella, stands on Pinoke's shoulder.

PINOCCHIO I hope I'll see them again.

JIMINY You gotta be more positive, Pinoke! We'll come home soon enough.

PINOCCHIO I'm gonna ask you for the last time to stop calling me that.

Jiminy holds up his badge on his coat.

JIMINY Is that what your conscience says?

Pinochio sighs in exasperation.

PINOCCHIO Let's just get going.

Pinocchio heads down the street, conscience on his shoulder, and the square-shaped box under his arm.

DISSOLVE TO:

EXT. DARK STREET - LATER

Pinocchio and his conscience slowly walk down a dark and filthy street, exhausted.

JIMINY See it yet?

PINOCCHIO All I see is dark. And more dark.

JIMINY Me too. How do we even know that the Red Lobster Inn's even in this village?

Pinocchio stops and stares impatiently at Jiminy.

PINOCCHIO It took you this long to realize that possibility? (Sighs)  
This is hopeless. It's gonna take a miracle to figure out where the Inn is.

WILLIE (O.S.)  
It used to be called The Red Lobster Inn.

MAX (O.S.)  
What's it called now?

WILLIE (O.S.)  
You'll have to wait and see, pal!

Pinoke turns around and sees a trio of fully-clothed weasels conversing. The tall one, WILLIE, holds the hand of a giggling female named FRANCINE. The rail-thin one, MAX, chews on a rotten apple core.

MAX They better have good grub, Willie!

WILLIE All ya can think about is food.

Willie smacks the core out of his friend's hand.

WILLIE (CONT'D)  
(to Francine)  
Shall we, my dear?

FRANCINE You got it, Willie-Nillie!

The two weasels chuckle as they walk off, Max following behind.

MAX They better have fair prices, too!

Pinocchio walks back the way he came, trying to catch up with the weasels.

EXT. BAD STREET - LATER

The three weasels walk past a closed butcher shop in a bad part of town. Pinocchio walks many feet behind them. Pinocchio stops next to the butcher shop, and he and Jiminy look with confusion at something ahead of them.

JIMINY Golly.

The three weasels approach the front door of a large red building, with several torches lit up above to show a huge sign which reads "THE PURRING FOX".

PINOCCHIO "The Purring Fox"?

JIMINY Doesn't look like an Inn to me.

PINOCCHIO I think things have changed since nine years ago, Jiminy. Radically.

The front door opens and the three weasels enter. The door shuts behind them.

JIMINY How will we get in? I don't think we fit the crowd.

Pinocchio looks down at himself, at his hands, then back at the door.

EXT. PURRING FOX - MOMENTS LATER

Pinocchio knocks on the door. A slot inside the door opens up to reveal a pair of yellow eyes looking back.

WOLF (O.S.)  
Animals and critters only. What do you want, human?

PINOCCHIO Well, I've brought my cricket friend. And I'm not human.

SLOT POV: The wolf looks the nervous puppet boy and his conscience up and down. Pinoke is no longer wearing the blanket, but still has the box under his arm.

WOLF (O.S.)  
What species are you, kid?

PINOCCHIO Uh...oak.

The slot is shut. Then the door opens, with a WOLF wearing a vest made out of sheepskin grinning at them.

WOLF Welcome to the Purring Fox, boys. First time here?

PINOCCHIO Yes!

JIMINY (whispering)  
And hopefully the last.

Pinocchio steps inside. The Wolf shuts the door behind him as we cut to

INT. PURRING FOX - SAME

Pinocchio and his conscience stare at a smoke-filled night club, with a sea of various male and female animals chatting, drinking at the bar, playing pool, and playing cards in human clothing. A Warthog plays "Hi Diddle Dee-Dee (An Actor's Life For Me)" on a piano.

Jiminy stares at a DALMATIAN in an sailor uniform arm wrestling a large RAT at a table. Rat struggles to keep his arm up, and suddenly shoves Dalmatian's arm onto the table.

RAT Yeah-whoo! Ya lost, bone breath!

Dalmatian growls and shows his teeth at Rat, whose smile falls from his face.

RAT (CONT'D)  
Round two?

Jiminy looks away as we hear the sounds of Dalmatian attacking and Rat screaming. He looks at Pinoke with a worried expression.

JIMINY (whispering)  
Let's get out of here. I don't like the looks of this.

PINOCCHIO We're not leaving till I find Father.

JIMINY Pinoke, you've never been to the Red Lobster Inn! The Blue Fairy said -

Pinocchio turns his head to Jiminy and yells in his face.

PINOCCHIO I WANT TO FIND MY FATHER!

The cricket flies off Pinoke's shoulder and quickly opens his umbrella, causing him to gently land into a spider web.

The room has suddenly gone quiet. Pinocchio looks up and sees every single animal staring at him. They do not look happy.

Pinocchio gives a nervous grin.

PINOCCHIO (CONT'D)  
Sorry. First time here.

Suddenly, Pinocchio is grabbed from behind by the Wolf.

WOLF And yer time's up, buddy!

The animals cheer as the Wolf begins dragging the boy towards the door.

JIMINY Pinocchio! I'm coming!

Jiminy tries to jump, but is pulled back by the web. Jiminy tries to escape but gets more tangled up.

The Wolf opens the door and raises his foot behind Pinocchio-

GIDEON (O.S.)  
HICCUP!

The room goes silent. No one makes a move, including the Wolf.

Footsteps are heard coming down a staircase. All animals turn their eyes to the staircase.

A small cat in a white tuxedo and a small top hat reaches the end of the stairs and tips his hat to the crowd. Meet GIDEON.

GIDEON (CONT'D)  
HICCUP!

A tall red fox in a black tuxedo and tall hat steps next to Gideon, a cigar in his mouth. HONEST JOHN grins at the crowd, removes his cigar, and blows out a nice smoke ring.

HONEST JOHN I thought you were all supposed to be enjoying yourselves. Who's the party pooper around here?

Gideon puts his hand over his eyes and eagerly searches through the crowd.

Wolf drags Pinocchio over to the two animals.

WOLF He's right here, boss. Don't know what kinda animal he is. Said something about oak. Right punk?

Pinocchio nods and looks up.

PINOCCHIO I didn't mean to ruin -

Pinocchio stares at the fox and cat. Honest John stares back at Pinoke, surprised.

Honest John takes his hand and taps it against Pinocchio's head. His head makes a hollow knocking sound. The animals "OOH" in fascination. Honest John smiles.

HONEST JOHN I know who you are. There's only one puppet in this world I know who lived his life with no strings attached.

A Warthog in the back taps a drum three times with a drum stick.

PINOCCHIO Honest John?

HONEST JOHN Please, call me HJ. And to a lesser extent, call Gideon here -

Honest John jerks Gideon's head so his face sees Pinocchio.

HONEST JOHN (CONT'D)  
Giddy. (to Wolf)  
Let him go.

Wolf releases Pinocchio. Honest John wraps his arm around Pinocchio's shoulder and turns to the crowd.

HONEST JOHN (CONT'D)  
My friends, it seems that our party pooper is an old friend of mine. Let's forget about what happened and give a warm welcome to Mister Pinocchio!

The animals cheer and raise their beer mugs to the boy.

PINOCCHIO Actually my name's Maurizio. My real name is Mauri -

Suddenly, Pinocchio's nose grows a foot longer.

PINOCCHIO (CONT'D)  
Huh?!

Honest John stares, but quickly smiles again.

HONEST JOHN You were saying, boy?

PINOCCHIO My name is...Maurizio?

His nose grows two feet longer. Pinocchio gasps and feels his nose.

HONEST JOHN Uh...come with us. Let's catch up.

Honest John takes Pinocchio's hand and takes him upstairs as Pinocchio feels his nose. Gideon follows behind as the animals resume their activities and the music starts playing.

Meanwhile, Jiminy is completely wrapped inside a cocoon of web, his top hat poking out as he tries to break free.

JIMINY (muffled)  
Pinocchio! Pinocchio! I'm coming!

INT. OFFICE - NIGHT

Pinocchio, his nose a little bit longer than before, stares at it while sitting on a velvet armchair, box sitting in his lap, across from Honest John and Gideon, who drink some wine on a purple couch in a nice office lit by candlelight.

HONEST JOHN We never expected to see you again, kiddo.

HONEST JOHN (CONT'D)  
Yes, we've been heading up to the top of the ladder of life since our last encounter. And we have you to thank, Pinocchio.

PINOCCHIO It's Maur -

Pinocchio's nose extends three inches. The boy frowns.

PINOCCHIO (CONT'D)  
What did I do to help you?

HONEST JOHN Just look where we are! Isn't she a beaut?! Did you know this joint used to be the crummiest, dampest Inn ever built by human hands?

PINOCCHIO The Red Lobster Inn?

HONEST JOHN Exactly. Giddy and I bought the dump, cleaned her up, and have been running this place successfully for seven lucky years. Without you, we'd never have gotten started. Huh, Giddy?

Honest John elbows the cat, whose face lands into his wine glass. Honest John roars with laughter.

PINOCCHIO Who was the original owner of this place?

HONEST JOHN (still laughing)  
A Coachman! We used to work for the old slavedriver! But not anymore for seven lucky years!

The fox slaps his knee. Pinocchio angrily clenches his teeth and leans forward.

PINOCCHIO Did taking me to Pleasure Island make you wealthy?

Honest John stops and stares at the boy, as does Giddy from inside the glass.

HONEST JOHN Why did you say that name, Pinocchio?

PINOCCHIO Last time we met nine years ago, you told me I was sick and needed a vacation on Pleasure Island. I went there, but it was no vacation.

HONEST JOHN Well, uh...did you see anything?

PINOCCHIO Yes I did. And I found out more, such as the fact that a Coachman is responsible for selling all those boys and getting rich off their misery. Also I remember seeing that same Coachman handing you a huge sack before his coach took us. It finally makes sense. You started your business with the money you made luring me and other boys to that coach, didn't you?!

HONEST JOHN Take it easy, kid. Don't we all have to work for a living?

Pinocchio uses his nose to knock the animals' wine glasses away, sending them smashing against a painting of Mona Lisa on the wall. Honest John and Giddy hold each other in fear.

PINOCCHIO You know where the Coachman is! Tell me!

Honest John is speechless. Pinocchio rises to his feet, the box landing on the floor and causing the top to fall off.

PINOCCHIO (CONT'D)  
TELL ME NOW! OR I WILL GO TO THE POLICE!

HONEST JOHN The police can't help! Once the boys are transformed, their entire human existence disappears. Their families, friends, even teachers won't ever remember them or miss them. You'd be wasting your breath trying to convince the cops!

PINOCCHIO Fine. But you still better tell me where I can find him or I'll drive my nose through you!

Pinocchio's nose grows longer, almost touching Honest John's face. Honest John screams.

HONEST JOHN I honestly don't know, my boy! Giddy and I stopped working for him shortly after you went and we haven't seen him since!

Gideon nods frantically.

HONEST JOHN (CONT'D)  
Your best chance of finding him is to go back to that cursed place! You escaped somehow, so you should be able to get back in again.

Pinocchio calms down as the realization hits him and the Blue Fairy's words echo in his head.

BLUE FAIRY (V.O.)  
Your father is to be imprisoned in a place you haven't been to in nine years time, Pinocchio.

PINOCCHIO Me? Go back to Pleasure Island? (to the ceiling)  
Are you out of your fairy mind?!

Suddenly a violet light shines on the animals. The animals stare in awe at the source on the floor. Pinocchio looks down and sees that the cube has lit up inside the box.

VOICE Save them. Save them.

Honest John suddenly grins. As does his friend.

HONEST JOHN Now that's a beaut! Worth more than this entire club I'd imagine.

PINOCCHIO It's not for sale!

Pinocchio bends down to pick up the cube.

HONEST JOHN Oh yeah? Get him Giddy!

Giddy leaps forward and begins scratching at Pinocchio, who rolls onto his back and covers his face.

PINOCCHIO Get off me! Get off!

Honest John stands and casually walks over to the glowing cube.

HONEST JOHN Looks like we win again, you overgrown toothpick!

The fox picks the cube up and holds it up to his smiling face.

HONEST JOHN (CONT'D)  
Now to properly dispose of -

Suddenly, the cube stops glowing and it's lifeless once more. Honest John frowns and examines the cube.

HONEST JOHN (CONT'D)  
What the heck's going on? Is this some kinda trick?

PINOCCHIO No -

Pinocchio knees Gideon in the groan. The cat cringes, then Pinocchio throws Gideon off him, sending him banging against the wall under the Mona Lisa painting. The painting falls onto Gideon's head, causing his head to poke out of Mona Lisa's headspace. Pinocchio points his nose at the fox.

PINOCCHIO (CONT'D)  
But this is!

Pinocchio charges forward, using his nose to shove the fox backwards towards the far wall. The cube flies out of the fox's grasp as he screams and suddenly -

INT. PURRING FOX - SAME

Pinocchio and Honest John crash through the wall and fall several feet before crashing on top of a poker table, smashing it completely and sending many cards and chips flying into the air as animals scream and stare in alarm.

Giddy looks down through the remains of the office wall, still stuck in the painting.

The surrounding cigar smoke clears, revealing Pinocchio lying on Honest John's back upon the remains of the poker table.

Pinocchio raises his head groggily, his nose broken off.

PINOCCHIO Oh...that was kinda neat.

HONEST JOHN Get this party pooper off me!

The animals "boo" and instantly run towards Pinocchio, who looks around with fear as the creatures drag him off Honest John and begin punching him.

Jiminy rips some web off his face, opens his eyes and stares at the scrap. Pinocchio pokes his head up, trying to escape, but then disappears into the pile again.

JIMINY Oh no! I gotta save him!

Suddenly, a spider leg touches Jiminy's chest.

SPIDER (O.S.)  
Going somewhere?

Jiminy looks into the many eyes of a large SPIDER. Jiminy shrieks and jumps out of the web, falling to the floor. Jiminy gets up and feels his back.

JIMINY I'm too old for this!

Jiminy hears Pinocchio scream, then runs toward the dog pile.

SPIDER Bloody Cricket!

Honest John walks over to the empty bar and turns his head towards the mob.

HONEST JOHN HOLD HIM HIGH FOR ME!

The Fox jumps over the bar. Gideon struggles to remove the painting from his head.

The animals move aside to reveal two German Shepherds holding Pinocchio up high by his arms and two weasels (Willie and Max) holding Pinocchio's legs. Pinocchio struggles to break free as the animals yell triumphantly.

Jiminy runs through the animals' feet, dodging incoming feet.

JIMINY I'm coming Pinocchio! I'll save ya!

Suddenly, an ALLIGATOR from behind Jiminy swings a large club upwards, hitting Jiminy and sending him flying up in the air.

INT. PURRING FOX - CHANDELIER - SAME

Jiminy lands on top of a candlelit chandelier. He dizzily looks down and sees that he's directly above the mob of animals.

Jiminy looks at the chain in the center of the chandelier which is attached to the chain that attaches the chandelier to the ceiling, and begins trying to loosen the chain.

INT. PURRING FOX - SAME

Honest John walks around the bar, holding over his head a large beer barrel. The animals cheer as the fox rests the barrel down and stands before Pinocchio, who has stopped trying to break free as the Alligator raises his club over the boy's head.

HONEST JOHN (to Alligator)  
DON'T!

Alligator looks at fox, then sheepishly grins and lowers his club.

ALLIGATOR Sorry, HJ.

HONEST JOHN (to Pinoke)  
You've certainly grown up, wood breath. You can actually fight like a man. Even though you'll never be one.

The animals chuckle.

HONEST JOHN (CONT'D)  
I think the time has come to do what I should've done the day I met you.

INT. PURRING FOX - CHANDELIER - SAME

The chain is too tight to move. Jiminy stops trying to turn it and kicks the chain as hard as he can, but yelps in pain and holds his aching foot up.

INT. OFFICE - SAME

Gideon pulls the painting off his head, then looks and sees Jiminy. The cat recognizes the cricket, licks his lips and removes a large mallet from under the tail of his tuxedo. As Gideon slowly steps onto the edge, raising the mallet over his head -

INT. PURRING FOX - SAME

The fox taps the side of the barrel.

HONEST JOHN This stuff's highly tasty, and highly flammable. With you drenched in it, you'll burn into a nice big crisp and die in seconds. Or maybe the weight of this barrel will knock your head off first. As long as you stop breathing, I'll be one happy fox.

PINOCCHIO You won't get away with this, Honest John!

HONEST JOHN The name's HJ. Now say goodbye... (mockingly)  
Maurizio.

Honest John grabs the barrel.

WILLIE Let's burn him up!

MAX Burn him up! Burn him up!

ANIMALS (chanting)  
Burn him up! Burn him up! Burn him up!

CHANDELIER - SAME

Jiminy lowers his leg and grunts.

JIMINY I can't do it! I've failed him!

Jiminy turns and gasps at the sight of Gideon, his mallet over his head.

INT. PURRING FOX - SAME

ANIMALS (chanting)  
BURN HIM UP! BURN HIM UP! BURN HIM UP!

Honest John raises the barrel high over his head as the animals continue to chant. Pinocchio shuts his eyes and looks away.

INT. PURRING FOX - CHANDELIER - SAME

Gideon leaps out of the office, heading straight for Jiminy. Jiminy hops off the chandelier just as the cat lands onto the chandelier.

The chain attaching the chandelier to the ceiling breaks loose, sending the chandelier down -

INT. PURRING FOX - SAME

The animals look up. Honest John glances up and gasps as Gideon and the chandelier land right on top of the barrel.

The barrel breaks apart, sending the fox onto the floor as the liquid contents splash over the candles.

The liquid suddenly catches fire as the barrel falls to the floor. The flaming liquor lands in various places, setting the floor and chairs on fire.

The animals scream and run for the front entrance. Pinocchio is dropped by the two German Shepherds and two weasels as they join the crowd.

Gideon jumps into the air, his tail in flames. Gideon runs towards the entrance and jumps through one of the front windows, shattering the glass.

Pinocchio opens his eyes and screams at the sight of a fire trail right next to his head. Pinocchio jerks up and stands against the staircase.

The fire continues to grow and spread across the entire club. Pinocchio stares at the carnage with frightened eyes.

PINOCCHIO JIMINY! JIMINY, WHERE ARE YOU?! JIMINY CRICKET!

JIMINY (O.S.)  
Pinocchio!

Pinoke turns around to see Jiminy standing at the top of the staircase.

JIMINY (CONT'D)  
Grab the cube and let's go!

Pinocchio runs up the stairs and into the office. He grabs the cube, quickly shoves it into the box, and is out.

PINOCCHIO Let's go!

The two run down the stairs and are about to swing open the front door -

When Honest John jumps from behind and shoves Pinocchio against the door, knocking Jiminy onto his butt. The angry fox begins strangling him.

HONEST JOHN WE AIN'T FINISHED YET!

Pinocchio struggles to breath, clawing at the fox's arm with his free hand.

Jiminy spots a burning poker card on the floor. He lifts it up with all his might, then charges for Honest John's tail, which is soaked with liquor.

Jiminy hops onto the tail, shoving the card into the tail and setting it on fire.

Honest John screams in pain and sees his tail in flames.

HONEST JOHN (CONT'D)  
MY TAIL! MY TAIL!

The fox releases Pinocchio and rushes towards the flaming center of the club screaming. Pinocchio stares at the tail and sees his conscience hanging on for dear life.

JIMINY Hey! Hey stop that! What're you doing? Pinocchio!

JIMINY (CONT'D)  
Jiminy!

Pinocchio moves forward, but freezes when the fire rises and obscures Pinocchio's view of the club.

PINOCCHIO JIMINY!

Pinocchio begins to cough as the fire and smoke become more powerful.

EXT. PURRING FOX - MOMENTS LATER

The front door swings open. Pinocchio runs out of the burning club and stands before it on the street as smoke and fire poke through the door and windows.

Pinocchio stares helplessly, then suddenly a "CRACK" sound is heard and a small object flies out of the door and lands by Pinocchio's feet, smoking.

Pinocchio picks up the object and his eyes well with tears.

INSERT: Pinocchio holds Jiminy's badge in his shaking hand.

PINOCCHIO Jiminy...

Pinocchio collapses to his knees and holds his head in his hands as the building continues to burn and crackle.

FADE TO BLACK.

EXT. ROCKY SHORE - NIGHT

Waves crash against the rocky shore of the island from earlier. High above the rocks we see a tower, with light shining from a large window.

INT. TOWER - SAME

A CLOWN sits nervously in a chair, his hands and feet bound by leather straps attached to the chair. A man sits in shadow behind a large Oak desk across from Clown, puffing on a pipe. The thick legs of the desk have half-man half-donkey figures carved into the wood, their heads up high as if they are screaming. Coachman blows out smoke.

COACHMAN Are you aware of the penalty of lying to me? I would guess you wouldn't want to find out.

CLOWN I don't know where she went. I'm not even her friend.

Coachman sets the pipe onto the desk, rises to his feet, walks around the desk and steps into the light, revealing his ghost white hair under a hat and his heavyset frame dressed in a red suit with gold buttons.

COACHMAN You sleep next to her room. Surely you must've heard something the night she took off with my treasure.

CLOWN I swear I didn't see or hear a thing! Please let me go!

COACHMAN Don't tell me what to do you pathetic piece of -

ROGER (O.S.)  
Master!

Coachman grins and turns around.

COACHMAN You're finally back.

Roger steps forward, holding Geppetto by his arm, a sack over his head.

ROGER This bloke put up a good fight. But not good enough.

Coachman approaches Geppetto and removes the sack to reveal Geppetto's tired old face. Coachman grinds his teeth.

COACHMAN This isn't the one who stole my treasure.

ROGER Well ya see master, this bloke and his son had the cube and we tried to -

COACHMAN Show it to me.

Roger feels his pockets, and suddenly looks worried. He checks Geppetto's pockets, only to find nothing. Roger slowly looks at his master, scared.

ROGER Uh...listen, master, we nearly had it when suddenly -

Coachman punches Roger across the jaw, then drags him over to the window and holds him over the side.

COACHMAN You idiot! You've just cost me my entire business! I'm gonna teach you about disobeying my orders!

Roger shuts his eyes as Geppetto stares at him.

GEPPETTO Where's my son? What've you done to my Pinocchio?

Coachman freezes and slowly looks over at Geppetto.

COACHMAN What is your son's name?

GEPPETTO Pinocchio. Where am I? Who are you?

Coachman grins and pulls Roger to his feet. Coachman paces.

COACHMAN I remember a boy with that name. The first, and only, boy to escape my island.

GEPPETTO Pleasure Island?

COACHMAN Very good, old man. (thinking aloud)  
His son must have it. And even if he doesn't, he'll know where it is.

Coachman glares at Geppetto, then faces his servant.

COACHMAN (CONT'D)  
I'm sending you back to do another little chore servant! One less complex than the last one.

ROGER Anything master!

COACHMAN But first...

Coachman looks at the Clown.

COACHMAN (CONT'D)  
This bloke's heard far too much.

Coachman nods to Roger, who grins and nods back. Coachman approaches Geppetto.

COACHMAN (CONT'D)  
You'll see your son again, mate. And he will give me what I want, because I always get what I want.

Coachman slaps Geppetto on the shoulder and walks off. Geppetto watches him go with terrified eyes.

Roger pulls out his gun and aims at the shaking Clown.

ROGER Laugh clown, laugh.

EXT. BAKERY - MORNING

The sun shines down upon another part of the village. Smoke from last night's fire floats in the distance.

A tall man in a bright green suit steps out of a small bakery, a walking stick in one hand and a bag full of fresh bread in the other. Meet ROBERTO FROKKO.

BAKER (O.S.)  
Thank you, Senor! Have a safe journey.

FROKKO We shall. Farewell!

Frokko walks down the street, passing by a grimy alleyway. Frokko freezes, then looks into the alleyway with wide eyes.

FROKKO (CONT'D)  
Impossible.

EXT. GRIMY ALLEYWAY - SAME

Sound asleep on some trash bags is Pinocchio, cradling the box in his arms. Frokko quietly approaches the boy and bends down, surveying his wooden body. Frokko very gently feels Pinocchio's right arm.

FROKKO A living puppet.

Pinocchio turns his head and slowly opens his eyes. He glances up at Frokko's stunned face.

Pinocchio gasps and quickly backs away from Frokko against a stained wall, knocking over a trash can and sending some rats away.

PINOCCHIO Don't hurt me! I don't have any money! I didn't mean to cause problems I just want to -

FROKKO Sssh, sssh, sssh! I'm not going to hurt you my poor boy. I just saw you all alone, sleeping with the rats.

PINOCCHIO Rats?!

Pinocchio looks at his arms, which are covered with tiny bite marks.

PINOCCHIO (CONT'D)  
They were eating at me! Oh, I hate my life! I just want to go home and be a real kid again!

Pinocchio feels his broken nose.

PINOCCHIO (CONT'D)  
I also want my nose back. Can't even smell this garbage without it.

FROKKO I know someone who can make you a new nose. And I have fresh food, too. What's your name?

PINOCCHIO Maurizio.

Pinocchio looks at his nose. Nothing happens. Pinoke gives a small smile.

PINOCCHIO (CONT'D)  
That's right. My name is Maurizio Collodi.

Frokko holds out his hand.

FROKKO I am Roberto Frokko, circus ringmaster extraordinare!

Pinocchio shakes Frokko's hand.

PINOCCHIO Pleasure to meet you.

FROKKO Likewise. Now, let's go fix you up my friend.

Pinocchio grabs his box as Frokko helps Pinocchio to his feet. As the two walk out of the alleyway -

PINOCCHIO So you work at a circus?

INT. FROKKO'S TENT - LATER

Frokko sits in a chair as a CARPENTER carves some wood on a table next to Pinocchio, who sits across from Frokko on a stool munching on some bread.

FROKKO Actually I've owned the circus since my father passed on. He taught me everything he knew about show business and thankfully he encouraged me to take charge when I became a man.

Pinocchio swallows the bread and licks his fingers.

PINOCCHIO I almost wish I had your father. My father doesn't want me running the family business at all. But I want to stay home and do just that.

FROKKO Yes, about that...where's your father at?

PINOCCHIO Not around here that's for sure.

FROKKO Hmmm...interesting.

Carpenter sets down his tool and holds out a freshly carved nose to Frokko.

FROKKO (CONT'D)  
That's fine. Now put it on him.

CARPENTER Yes, Senor.

ELEONORA (O.S.)  
Frokko! Frokko you in there?

Frokko rolls his eyes.

FROKKO This girl's going to be the end of my sanity. And the season hasn't even started yet!

Suddenly, Eleonora, wearing different clothes, jerks open the tent entrance.

ELEONORA I heard that! All you care about is yourself and your -

Eleonora stops and stares at Pinocchio in surprise. Pinocchio stares back, equally surprised.

PINOCCHIO Eleonora?

ELEONORA What happened to your skin? You look so -

FROKKO Handsome does he not? (laughs)  
Found the poor lad homeless and starving so I'm taking care of him. You've seen him before?

The girl angrily looks at Frokko.

ELEONORA Maybe I'll be seeing more him Frokko, because I quit!

Frokko is taken aback, then smiles at Pinocchio with embarrassment.

FROKKO Excuse us, Maurice. (to Carpenter)  
Carpenter, finish your job.

Frokko grabs Eleonora by the arm and takes her out of the tent.

Pinocchio watches them leave, then looks at the box in his lap. He thinks.

PINOCCHIO (V.O.)  
She'll know what this thing really is. Maybe she also knows why the Coachman wants it so badly.

Carpenter turns to the boy, holding the nose, a hammer, and two fresh nails in his hands. Pinocchio stares with fear at the objects.

PINOCCHIO (CONT'D)  
What do you plan to do with those?

EXT. SUNSHINE CIRCUS GROUNDS - SAME

Eleonora stands facing Frokko in front of a large wagon with a sign on the side reading 'SUNSHINE CIRCUS".

FROKKO You have nowhere else to go!

ELEONORA What do you care? I'm not the only one who can fill your pockets with gold!

FROKKO You have great potential, miss Lorenzini. You need to be my angel of the acrobats!

ELEONORA Then give me better pay than what you originally offered.

FROKKO That money goes to our production value and feeds our performing donkey!

ELEONORA Then find another angel.

Eleonora turns to leave. Frokko looks behind him, raises his eyebrows, then quickly steps in front of her.

FROKKO Alright, miss! You've got a deal. Cross my heart, hope to die!

ELEONORA Oh really? What about your precious production value and your ass?

FROKKO False alarm. I just realized that I know how to handle those things.

ELEONORA (disgusted)  
Please, I was talking about the animal.

Frokko grins at Eleonora.

FROKKO That boy you just saw. The living puppet. He's going to bring in more money unlike anything I've ever seen in this biz! He'll take care of the circus, while I take care of you.

ELEONORA I don't think he's a puppet. He may look like one but last time I saw him -

FROKKO Don't question my intelligence, missy. Just do what I say and you'll start living in riches and stop rotting in rags. Oh, and don't worry about the boy. You'll certainly be seeing more of him.

Frokko pushes past Eleonora, who watches him go with hatred.

EXT. CIRCUS GROUNDS - DAY

Frokko walks past several wagons and tents, his arm around Pinocchio's shoulder. Pinocchio carries the box in his hands.

FROKKO I'm so glad you've decided to stick around. Perhaps your father will turn up. But in the meantime, you'll fit right in with the rest of our lovely troupe.

Pinocchio looks at Frokko, his new nose nailed to his face.

PINOCCHIO Does my nose make me look stupid?

FROKKO Looks don't matter here as you'll soon discover, Maurice. If you're talented and unusual, then you're in great shape.

PINOCCHIO Uh...okay.

Pinocchio looks at all the tents.

PINOCCHIO (CONT'D)  
So which tent does Eleonora live in?

FROKKO She's not feeling well. Best to avoid her so you don't get sick. Besides we've got to get you settled.

INT. WAGON - DAY

Frokko and Pinocchio step inside a large wagon, the sunlight illuminating the dark interior.

One the far side of the wagon is a pair of cages with hay on the floor. The cage on the left is vacant, while a large brown donkey (LAMPWICK) sits in the right cage, looking at Frokko with frightened eyes.

FROKKO Here it is. Nice and comfortable.

PINOCCHIO Uh...where's the bed?

FROKKO Here.

Frokko approaches the cage on the left, unlocks it with a key, and opens the door.

FROKKO (CONT'D)  
It's just as nice. You've also got an ass to keep you company.

Lampwick turns his head away. Pinocchio is appalled at what he's hearing.

PINOCCHIO I may not be human, Senor Frokko, but I'm not an animal and I refuse to be treated like one! Now I'm asking you to please find me another place to sleep in.

FROKKO Circus freaks don't sleep in beds. You wanted to stay so you better do what I say!

PINOCCHIO Circus freak?! I never agreed to that! I'm out of here!

Pinocchio turns for the door. Frokko picks up a nearby whip and cracks it at Pinocchio's leg.

The whip wraps itself around his leg. Frokko yanks the whip back, sending Pinocchio flat on his back.

Frokko grabs Pinocchio by his head and throws him into the cage. Pinocchio bangs his head against the bars as Frokko slams the door shut and locks it with his key.

FROKKO Foolish boy! No one walks out on Frokko!

Frokko picks up Pinocchio's box.

FROKKO (CONT'D)  
See you when we reach the next town.

Frokko throws the box at Pinocchio, then storms towards the door.

PINOCCHIO You let me out! I'm not a freak! I don't want to be in your stupid circus!

The door slams shut, leaving Pinocchio and Lampwick in total darkness.

EXT. CIRUS GROUNDS - SAME

Frokko walks past the tents and wagons. The wagons are being loaded and the tents are being taken down by circus employees as we hear Pinocchio's cries.

PINOCHIO (O.S.)  
(Muffled)  
Can anyone hear me? Let me out!

INT. ELEONORA'S TENT - SAME

Eleonora looks up from packing her suitcase, hearing something.

PINOCCHIO (O.S.)  
(Muffled)  
Let me out of this cage! I want to go home! HELP!

Pinocchio stops yelling. Eleonora shrugs and resumes her packing.

INT. WAGON - SAME

In the dark we hear Pinocchio breathing hard.

PINOCCHIO I can't believe I trusted that guy. Idiot!

Suddenly, violet light brightens the entire room. Pinocchio looks down at the glowing cube, out of its box, the cloud forming in the center again, and sits on the floor beside it.

PINOCCHIO (CONT'D)  
It's your stupid fault I'm in this mess! If you're so great and bizarre, why don't you tell me where Father is!

VOICE Save them. Save them.

PINOCCHIO Is that all you can say?! I don't even know what that means!

LAMPWICK (V.O.)  
Where the heck is that light coming from?

PINOCCHIO Oh, it's coming from this crystal cube that I bought from -

Pinocchio freezes and looks around the wagon.

PINOCCHIO (CONT'D)  
Who said that? Can you help me get out of this thing?

LAMPWICK (V.O.)  
I'm locked up just like you, pal.

PINOCCHIO Impossible. The only ones that are locked up in here are me and -

Pinoke thinks, then glances over at Lampwick, who is staring directly at him. Pinoke stares back, trying to figure it out.

PINOCCHIO (CONT'D)  
Are you speaking to me?

LAMPWICK (V.O.)  
I'm a donkey, genius! I can't talk. I'm just thinking and...hey! You can read my thoughts!

PINOCCHIO But how I don't -

Pinocchio looks back at the cube and he sees the donkey figure in the middle of the cloud.

PINOCCHIO (CONT'D)  
The cube...lets me read the minds of donkeys?

Lampwick stares fearfully at the cube, then shakes his head and pretends to be calm.

LAMPWICK (V.O.)  
This is getting way too weird for me.

Lampwick lowers his head and flops onto his side, yawning.

LAMPWICK (V.O.) (CONT'D)  
I shouldn't be surprised though. After what happened to me on... (Painfully)  
Pleasure Island.

PINOCCHIO Pleasure Island?!

Pinoke leans against the cage towards Lampwick, his hands gripping the bars.

PINOCCHIO (CONT'D)  
You went to Pleasure Island? Did you turn into this when you were there?

Lampwick grunts.

LAMPWICK (V.O.)  
No, I kissed a frog and begged him to turn me into a donkey. Of course I changed when I was there! (Calmer)  
I couldn't stop it so I ran for help. The place was deserted and looked like a battlefield. I nearly reached the entrance, but then a Coachman and some big black creatures with white eyes nabbed me and threw me in a crate, telling me I was gonna be sold at a good price. Then before I knew it, I ended up here, and I've been working crowds all across Europe for nine years straight. You think being a circus freak's a bad thing? Try jumping through hoops and giving little punk kids piggyback rides six days a week. I just wanna go home, kiss my mother on the cheek again, and leave this nightmare behind me.

Lampwick sighs, tears rolling down his face. Pinocchio looks away, then back at the donkey.

PINOCCHIO Listen. The Coachman who sold you. Did he have this cube with him?

LAMPWICK (V.O.)  
Go to sleep.

PINOCCHIO Please. I must know if he had this on him before you -

LAMPWICK (V.O.)  
Get lost!

Lampwick brays loudly. Pinocchio backs away. Lampwick lowers his head again and shuts his eyes. The light from the cube slowly starts to fade. The donkey figure fades away inside the cloud.

EXT. WAGON - DUSK

Frokko hands his whip to a CIRCUS COACHMAN and walks towards the wagon at the front. The Circus Coachman climbs into his seat on the wagon. He grabs the reigns of the horses attached to the wagon, the whip in his hand.

EXT. ACROBAT WAGON - SAME

Eleonora steps in front of Frokko.

ELEONORA Where's Maurizio?

FROKKO Sound asleep. Get in.

ELEONORA I thought I heard someone screaming earlier. I just want to -

FROKKO You want your money or not?!

The girl sighs and hurries into the wagon next to her. Frokko keeps walking, shaking his head.

INT. WAGON - SAME

Pinocchio looks over at Lampwick, the light getting dimmer.

PINOCCHIO Well since we're gonna be travelling together, my name is...

Pinocchio glances at his nose, then sighs.

PINOCCHIO (CONT'D)  
My real name, is Pinocchio.

Pinocchio looks down and shuts his eyes. Lampwick raises his head, suddenly interested. He looks carefully at the boy.

LAMPWICK Pinocchio?

Pinocchio looks over at the donkey, tears in his eyes.

LAMPWICK (CONT'D)  
I remember you. Don't you recognize my voice? We played pool together on Pleasure Island.

PINOCCHIO Lampwick? Is it really you?

LAMPWICK Is it really you?

Pinocchio manages to make a small smile, nodding. Lampwick rests his muzzle next to Pinocchio's hand through the bars. Pinocchio gently strokes his best friend's head.

The light fades out, leaving the room in pitch blackness.

CIRCUS COACHMAN (V.O.)  
YAAAH!

A whip is cracked, and we hear the sounds of the horses dragging the wagon. The sounds fade out.

EXT. FOREST - NIGHT

Owls hoot and crows caw throughout a dark forest. A candlelit lamp appears behind a tree as the owner, a middle-aged farmer named BARTY, steps away from the tree and moves forward. Barty holds a rifle in his other hand.

A big black LABRADOR walks beside his master, the two of them looking around their surroundings with caution.

They disappear behind some bushes as we cut to

EXT. FOREST CLEARING - SAME

Barty and the dog step inside a huge clearing, lit up by torches tied to large sticks protruding from the ground. Barty sees over thirty other farmers sitting or standing around. The farmers turn to face Barty.

BARTY Well I'm here now. So what's this all about then?

FARMER 1 We're all just as clueless as you are, Barty. We all came here for some meeting -

FARMER 2 Set up by some fella who wants to help us -

FARMER 3 And now he ain't even here!

BARTY Well if that's how it is, then I say we head back home and go back to sleep like men with sense!

ROGER (O.S.)  
If you farmers have any sense in your heads...

The farmers turn to the front and stare with surprise at Roger, who stands on top of a large tree trunk, holding a rolled up sheet of parchment in his candy-cane hand.

ROGER (CONT'D)  
You will stay and listen to my good news.

FARMER 1 God, look at his hand!

FARMER 3 It's made out of candy!

FARMER 4 He's bewitched! Bewitched I tell ya!

Barty sets his lamp down and aims his rifle at Roger.

BARTY Look here, you freak! What do you want with us in the middle of the night? In the middle of nowhere?

The Labrador growls and shows its teeth.

ROGER I just want to talk. And my friends don't like it when people point things at me.

Suddenly, several pairs of white lifeless eyes appear behind Roger.

The farmers gasp and see many more white eyes surrounding them.

Labrador whimpers and hides his face with his paws. Barty drops the rifle and holds up his hands.

BARTY My apologizes, sir. You said something about having good news?

ROGER Good news that can make all of you rich and get you out of debt. There's also the possibility of you blokes never having to grow another crop as long as you live.

FARMER 2 How would that work out?

Roger lifts up the parchment and opens it, revealing a wanted poster with a drawing of Pinocchio in the center, his name under the drawing.

ROGER Gents, this trouble-making teenager is worth three million pounds to the courageous men who track him down and bring him to my employer, Mr. C. I kid you not! Three, million, pounds.

The Farmers stare in awe at the price offered over Pinocchio's head.

BARTY Why's his skin look like oak?

ROGER Pinocchio's a rare oddity, gents. He's made entirely out of wood, and he must be caught and sent to Mr. C, hopefully by this Friday.

FARMER 1 Today's Monday!

FARMER 5 That gives people only four days!

The farmers mumble in agreement as Barty steps closer to Roger.

BARTY And then, when the kid's captured...he'll really pay up all that dough?

Roger grins like he did outside the cave.

The farmers all look at each other with their jaws dropped. Suddenly, they all rush out of the clearing and into the forest, cheering with excitement.

BARTY (CONT'D)  
C'mon boy!

ROGER GOOD LUCK, AS THERE'S MORE BLOKES OUT THERE LOOKING AT THE SAME POSTER!

Barty and the dog follow the crowd, leaving Roger alone. Roger laughs and looks at the poster.

ROGER (CONT'D)  
Try getting outta this one, splinters!

Roger holds out his hand. A shadow man takes it, and they fly off into the night. The torches blow out in unison, leaving the clearing in total darkness under the clear night sky.

INT. WAGON - NIGHT

Pinocchio sits in his cage, wearing a colorful suit and a pointed hat. He stares at the front door, sweating. Outside, we hear music playing and people passing by.

LAMPWICK (O.S.)  
You nervous, buddy?

Pinocchio looks at Lampwick, who looks at him in his own cage with a pink feather on top of his head.

PINOCCHIO I've haven't performed in front of people in a long time. What if I mess up and anger Frokko?

LAMPWICK (V.O.)  
You wouldn't be the first guy to mess up an act. Just be calm, do your stuff and you'll get through the night just fine. Although...

PINOCCHIO Although what?

LAMPWICK (V.O.)  
You do look stupid in that outfit.

PINOCCHIO Well at least I don't look like a peacock with hooves.

The two stare at each other, then burst out laughing. After awhile, they calm down and sigh.

LAMPWICK (V.O.)  
Feel better?

Pinoke nods.

PINOCCHIO Thanks, Lampy. I'm really happy to see you again.

LAMPWICK (V.O.)  
Me too, Pinokey.

Lampwick winks at his best friend. Suddenly the front door opens and two circus employees enter the room. One of them unlocks Lampwick's cage and ties a rope around his neck.

LAMPWICK (V.O.) (CONT'D)  
Looks like we're up. Don't worry, pal, you'll knock 'em dead!

Lampwick stands up and is walked out of the wagon by the circus employee.

The second circus employee unlocks Pinocchio's cage and opens the door.

CIRCUS EMPLOYEE Showtime.

Pinocchio shallows hard, sighs, and stands out and exits the cage, leaving the cube in its box on the floor. The Circus Employee shuts the door and locks it.

INT. PINOCCHIO'S TENT - NIGHT

Frokko works up a crowd inside a small tent. Behind him is a large poster of Pinocchio in his outfit, with yellow words over his head that reads "The Amazing Marionette Boy".

FROKKO Ladies and Gentlemen, boys and girls, Sunshine Circus is proud to present its latest attraction. Brought to life by a magical entity, he is a freak who is both boy and oak. Prepare to be astounded and amused by...The Amazing Marionette Boy!

The crowd cheers as Frokko steps aside and rotates the poster and stage so the other side of it is seen.

Standing on the other side, stiff and afraid, is Pinocchio.

The crowd gasps and stares in wonder as Pinocchio turns his head and surveys the crowd.

Pinocchio continues sweating and begins to stutter. Frokko clenches his teeth, then warmly smiles at the crowd.

FROKKO (CONT'D)  
And now, he shall gladly entertain you folks!

Frokko reaches over and raises his whip. Pinocchio gasps.

FROKKO (CONT'D)  
(whispering)  
He just needs some encouragement.

Pinocchio looks out at the audience, then something catches his eye ahead of him.

Across the tent is a larger tent. Through the opening we can see Eleonora, wearing sparkling white tights, swing from one rope to another. The audience inside applauds and cheers.

Eleonora looks over and sees Pinocchio staring at her with his wide eyes. She smiles and timidly waves.

Pinocchio suddenly grins, shuts his eyes and begins tapping his left foot rhythmically. The crowd "Ahhhs" in unison. Frokko looks confused.

PINOCCHIO (singing)  
I've got no strings, to hold me down. To make me fret, or make me frown. I had strings, but now I'm free. There are no strings on me!

Pinocchio begins swaying his body and tap dancing. The crowd starts laughing. Frokko lowers his whip and looks at the puppet, impressed.

PINOCCHIO (CONT'D)  
(singing)  
I've got no strings, to hold me down. To make fret, or make me frown. I had strings but now I'm free. There are no strings on me!

Pinoke begins hopping on one leg to the left of the stage.

PINOCCHIO (CONT'D)  
(singing)  
High-Ho, the Merrio! That's the only way to be!

Pinoke rotates his entire free leg. Then he hops on that leg to the right of the stage.

PINOCCHIO (CONT'D)  
(singing)  
I want the world to know, nothing ever worries me!

Pinocchio spins his head around three times and kneels on the stage. The crowd laughs and applauds like crazy, some of them tossing gold coins at the stage as they yell "Bravo! Bravo!".

Frokko smiles at the coins, then turns to the audience.

FROKKO Wanna hear more from this talented oddity, folks?

CROWD (chanting)  
More! More! More!

Frokko smiles at Pinocchio, who smiles back and rises to his feet. The crowd silences as the boy begins to dance as we hear music playing.

MONTAGE BEGINS:

EXT. PINOCCHIO'S TENT - DUSK

The following day, we see people running towards Pinocchio's tent, squeezing themselves inside.

PINOCCHIO (V.O.)  
(Singing)  
You have no strings, your arms is free. To love me by the Zuider Zee!

INT. PINOCCHIO'S TENT - SAME

The crowd has doubled than the previous night's performance. They roar with laughter.

PINOCCHIO (O.S.)  
(singing)  
Ya, ya, ya if you would too, I'd bust my strings for you!

Onstage, Pinocchio skips in a dress around a lifeless marionette version of himself sitting on a chair, blowing kisses at him and at the crowd, who are greatly enjoying themselves.

EXT. TENT - SAME

Frokko looks at his star from the entrance, then looks at a sack full of gold coins in his hands. Frokko chuckles and moves away as we

WIPE TO:

INT. PINOCCHIO'S TENT - NIGHT

Pinocchio struts his stuff in front of the Marionette, this time dressed in a feathery dress. The audience laughs and the men in the crowd whistle.

PINOCCHIO (singing)  
You've got no strings, comme ci comme ca! Your savoire is oh-la-la! I've got strings but ente nous I'd cut my strings for you!

Pinocchio picks up the Marionette and begins dancing with it, much to the amusement of the crowd.

EXT. MAN TENT - SAME

Eleonora, in her tights, looks through the main tent entrance at the tent across from her. The crowd is now so huge compared to last night's show that there many people standing outside, raising their heads up to see Pinocchio's act.

ELEONORA He's actually really good.

INT. MAIN TENT - SAME

Eleonora turns and walks back inside, smiling as she passes Lampwick.

LAMPWICK (V.O.)  
I wish he'd just stuck with the first outfit. He looks just like me grandmother.

Suddenly, a CIRCUS CLOWN honks his horn behind Lampwick, causing him to jump in alarm and run towards a large flaming hoop in the center ring before a massive audience.

Lampwick leaps off the ground and successfully makes it through the hoop.

INT. PINOCCHIO'S TENT - NIGHT

The next night, Pinocchio dances stomps across the stage in a purple Cossack suit and hat before another crowd.

PINOCCHIO (singing)  
Down where the Volga flows, there's a Russian rendezvous.

Pinoke rotates his entire body as he moves closer to the Marionette.

PINOCCHIO (CONT'D)  
(singing)  
Where me and Ivan go, (to Marionette)  
But I'd rather go with you. Hey!

Pinocchio spins towards the camera, blacking it out as we smash cut to

INT. MAIN TENT - NIGHT

Pinocchio spins away from the camera, now wearing a red male Cossack suit and hat as he begins kicking up his legs in Cossack fashion in the center ring before a cheering audience inside the main tent. This is the fourth night of Pinoke's career.

As Pinocchio dances, Frokko stands next to a band that's playing the rest of the song. Frokko shakes his head in disbelief and lifts up a larger, heavier sack full of gold. He carefully looks at it, then at Pinoke. Frokko's arm suddenly falls due to the weight of the sack, and yelps as his entire body falls to the ground. The band continues to play.

Standing aside, clapping and smiling is Eleonora in her tights. Lampwick brays beside her.

LAMPWICK (V.O.)  
(laughing)  
YOU SHOW OFF!

Pinoke finishes dancing and smiles a the crowd.

PINOCCHIO There are no strings on me!

Pinocchio falls onto one knee as the band finishes the song.

The entire audience jump to their feet, cheering and clapping and throwing roses and other flowers at Pinocchio, who smiles and bows his head to the crowd.

Frokko rises to his feet, dusts off his suit and joins the applause.

Eleonora giggles with joy as she claps.

Pinocchio stands and bows. The crowd cheers twice as loud.

MONTAGE ENDS.

EXT. COUNTRYSIDE - SAME

A couple of men bearing lamps approach a large poster attached to a wooden pole advertising Sunshine Circus, including an advertisement for "The Amazing Marionette Boy: He Sings, He Dances, He Lives!" The two men are FARMER 1 and FARMER 3 from the forest.

FARMER 3 (reading out loud)  
"The Amazing Marionette Boy. He sings, he dances, he lives."

Farmer 3 looks at the circus in the distance, the cheering of the crowd from the main tent echoing through the night air.

FARMER 3 (CONT'D)  
Sounds like we missed a good show. Time to sleep I think.

FARMER 1 Do you think we're on vacation?! We're running out of time to find that wanted kid, you silly little -

Farmer 1 freezes, then he and his friend slowly look back the poster.

FARMER 1 (CONT'D)  
Come on!

Farmer 1 grabs Farmer 3's arm and the two of them run off.

INT. FROKKO'S TENT - LATER

Frokko holds Pinocchio (still in his Cossack costume) by his shoulders and kisses him numerous times on the cheeks and forehead as Eleonora watches with disgust. Frokko finally gives the boy one long kiss on the mouth, then frees him.

FROKKO My God, Maurice, you are the greatest performer I have ever seen in this entire business! Four nights in a row you knocked 'em all dead!

PINOCCHIO I never thought I could do any of that stuff! And everyone liked me!

FROKKO Liked you?! My dear boy, they loved you!

ELEONORA And I do, too! I mean, your act! I really love your...

Eleonora looks away, embarrassed. Pinoke smiles at her.

PINOCCHIO You were fantastic, Eleonora. I've never seen such skill and bravery when it came to -

FROKKO Alright, alright you two just zip it for a moment! I may be a harsh man, but I am also a man of my word.

Frokko picks up two sacks of gold from a small table and hands one to Eleonora.

FROKKO (CONT'D)  
For my angel of the acrobats!

The girl takes the sack and can hardly believe how heavy it is. Frokko hands the one sack to Pinoke.

FROKKO (CONT'D)  
And for you, my young show-stopper.

PINOCCHIO For me? But...I thought you'd never-

FROKKO I was wrong about you. You're more than just a circus freak. You're an artist. (beat)  
Now get some rest, you two. At dawn we head out to the greatest audience in the world! We're going to America, the land of opportunity!

The smile on Pinoke's face slightly drops.

PINOCCHIO Wow...I can hardly wait.

Pinocchio exits the tent. Eleonora watches him go with a cornered look on her face. She looks at Frokko, then exits the tent herself.

Frokko shrugs and blows out a lamp hanging from the top, leaving the tent in darkness.

INT. CENTER RING - LATER

Eleonora steps inside the center ring, now dark and empty. Except for Pinocchio, who sits on one of the benches, looking down at his sack with sad eyes.

Eleonora approaches Pinocchio and sits down beside him. Pinocchio doesn't look up.

ELEONORA It must feel great to get what you deserve. I mean, the money.

PINOCCHIO Have you ever been to America?

ELEONORA I've travelled a lot all my life, but I've never gone to America.

PINOCCHIO I never went anywhere beyond my village for most of my life. I was too scared to try anything new and different. My father told me he wanted me to go out and take risks and try new things. I should be happy, because I'm doing just that, and I'm making so many people happy, and I'm earning income just like an adult. But I feel so lost. I still think about wanting to find Father, go home and have my old life back...but I don't think he even wants me at home anymore. He wants me to leave and be a man like everyone else.

Pinocchio sighs.

PINOCCHIO (CONT'D)  
Well at least I'll be doing different things knowing Senor Frokko will take care of me. And I'll get paid to make people laugh.

ELEONORA What happened to your father?

PINOCCHIO He was kidnapped. I've been trying to find him and give my cube to the kidnappers so they'll free him.

PINOCCHIO (CONT'D)  
But now that I'm here, I don't see much point in going on.

ELEONORA Do you have this cube with you?

INT. WAGON - LATER

Eleonora, Pinocchio, and Lampwick (in his cage) stare at the cube on the floor of the wagon. The cube is glowing and the donkey figure is present.

VOICE Save them. Save them.

PINOCCHIO It started glowing the night my father was kidnapped. It keeps saying that whenever I'm with it. Where did you get this from, Eleonora?

Eleonora stares at the cube with a worried expression.

ELEONORA It was about a week ago. I had been hired by a Coachman to be an acrobat at his amusement park. The park was called Pleasure Island and was for boys only. After a few days of working there, I became angry because this guy refused to give me a reasonable amount of pay. I was about to walk out when I noticed something. Every time the Coachman was watching the kids, he would take out of his pocket this same cube and would stare at it with a creepy grin on his face. I figured a thing like that would be worth a fortune. So one night, I snuck into his office, and snatched the cube as he slept. Then I took off in a rowboat, came to shore and tried to sell the cube. Then you came to me...and I willingly sold it to you.

Eleonora looks at Pinocchio, tears forming in her eyes.

ELEONORA (CONT'D)  
If I had known what that monster was capable of, I would never have sold it to you and gotten your father into trouble.

LAMPWICK (V.O.)  
I remember seeing the Coachman looking at that same cube right before I was shipped off. He was laughing as it was glowing like it gave him a sense of power.

Lampwick lowers his head in shame

LAMPWICK (V.O.) (CONT'D)  
I just didn't want to remember it.

PINOCCHIO A sense of power? Maybe this cube is what the Coachman uses to turn boys into donkeys!

Eleonora wipes her eyes and composes herself.

ELEONORA What're you talking about?

PINOCCHIO Pleasure Island. There's a curse that turns bad boys into donkeys. The Coachman then sells them for profit.

Pinocchio points to Lampy.

PINOCCHIO (CONT'D)  
That's exactly what happened to Lampwick. It almost happened to me too.

Eleonora lets all this sink in. Then she looks directly into Pinocchio's eyes.

ELEONORA I think you have to go to Pleasure Island, Pinocchio.

PINOCCHIO What?! First the Blue Fairy and now you too?

Pinocchio rises to his feet and leans against his cage.

PINOCCHIO (CONT'D)  
I can't go there. I barely escaped the last time I was there.

ELEONORA Pinocchio, your father's in danger! You can't just leave him!

PINOCCHIO I can't go back. You don't understand.

Eleonora jerks Pinocchio around so he faces her.

ELEONORA You don't understand! If that man's as evil as you say he is, just imagine what he'll do to your father if you don't give him the cube! You have three things I've never had: you have a father who loves you, a place to call home, and you've got me and Lampwick on your side! (beat)  
You don't have to face the world all by yourself, Pinoke. That's what friends and families are for. And I am sure that your father was looking out for your best interests before all this happened.

LAMPWICK (V.O.)  
And what about Jiminy? If you give up now, then he would have died for nothing.

Pinocchio lets this sink in. He reaches into his cage and picks up an object hiding under some hay.

Pinocchio stares at Jiminy's badge. He finally looks up at his two friends.

PINOCCHIO I could use your help.

EXT. WAGON - LATER

The front door creaks open. Eleonora pokes her head and surveys the quiet circus grounds.

ELEONORA (whispering)  
All clear.

The door opens wider. Pinocchio (now wearing the clothes he wore before "joining" the circus), Eleonora and Lampwick quietly descend the stairs and walks towards the front gates of the circus.

Pinocchio carries his box in his hands as he surveys all the tents and wagons.

The trio pass by the main tent when suddenly -

BARTY (O.S.)  
BOY!

The trio jerk their heads to the right and are shocked to see Barty, Farmer 1 and Farmer 3 standing there. Two of them hold torches while Barty holds his growling Labrador by a leash. Frokko stands beside Barty, looking frightened as Farmer 1 points a pistol at his head.

BARTY (CONT'D)  
Leaving so soon?

FROKKO I'm so sorry, Maurice! They forced me! Something about a bounty on your head!

PINOCCHIO What?!

FARMER 1 Mr. C's looking for ya, kid.

FARMER 3 And now...you're coming with us!

PINOCCHIO Maybe another time! RUN!

The trio run towards the gates as Barty's dog barks viciously.

FROKKO DON'T LET THEM GET YOU! DON'T LET THOSE ASSES GET -

Farmer 1 knocks Frokko unconscious with the butt of his pistol. Frokko falls to the ground.

FARMER 1 Ass!

EXT. CIRCUS GROUNDS - SAME

The trio continue to run towards the gates. They're almost home free when suddenly, a large mob of the same farmers from the forest run out from both sides of the gates, armed with torches and ropes.

The trio freeze in their tracks as the mob head towards them.

The trio back away and turn to see Barty and his two farmer friends, with more farmers standing beside them.

The mob circles the trio, who stand there and glance at the grinning faces.

PINOCCHIO (to Eleonora)  
Can't you fight them off?

ELEONORA There's too many!

BARTY You're quite right, girl. Now that you realize this, I think now's the time for your wooden boyfriend to give in.

Farmer 3 approaches Pinoke, swinging his torch around. Pinocchio stares at the flames and shudders.

FARMER 3 What's wrong? Is it too hot?

The farmers laugh in unison as Pinocchio stands there and dodges the flames. Eleonora holds onto him.

Lampwick clenches his teeth in anger.

LAMPWICK (braying)  
HEE-HAW!

Lampwick swings around and kicks Farmer 3 in the gut with his back legs. Farmer 3 flies into Barty and the others, the torch falling behind them.

Lampwick brays hysterically and begins kicking the other farmers with his back legs. The farmers go down, unable to dodge Lampy's speed.

Farmer 1 rises to his feet and aims his pistol at the donkey.

FARMER 5 jumps onto Lampy's back. Lampy starts bucking frantically. His back foot kicks up a small rock, which flies into the barrel of the pistol and jams it.

Farmer 1 pulls the trigger, but the pistol backfires and sends Farmer 1 flying backwards.

Lampy bucks Farmer 5 off, who flies head first into a nearby tent with a sign on the side that reads "WILD TIGERS".

Pinoke and Eleonora stare in awe as the donkey kicks more farmers and sends them to the ground and some of them into nearby wagons and tents.

Barty rises to his feet, then turns around to see his farmer friends (including Farmer 1 and Farmer 3) racing the opposite direction, screaming.

Barty looks the other way and sees all the other farmers racing out of the gates, also screaming.

Lampy pants hard and snorts.

LAMPWICK (V.O.) (CONT'D)  
Yellow-bellied bastards!

Lampy looks at his two friends.

LAMPWICK (V.O.) (CONT'D)  
Hop on my back. We're getting outta this joint!

Pinoke grabs Eleonora's hand and the two of them run over and get onto Lampwick's back. Lampwick lifts his front legs into the air, brays, then runs swiftly out of the gates and run towards some trees in the distance.

Barty's dog barks at them. Barty grabs his leash and unties the dog from it.

BARTY Sick 'em boy! Go get 'em!

The Labrador sprints after the trio, barking wildly.

FARMER 5 (O.S.)  
Run! Run for yer bloody life Barty!

Farmer 5 runs out of the tiger tent and past Barty. Barty looks at the tent, screams, and follows his friend. Four tigers race after them, growling.

EXT. WOODS - LATER

The trio ride through the dark woods, dodging trees and knocking away fallen tree branches. Eleonora holds her arms around Pinocchio's stomach as he holds onto Lampwick's back- hair with one hand and the box in his other one.

Labrador's barking is heard from behind. Eleonora looks over her shoulder and gaps at the sight of the dog catching up to them.

ELEONORA (to Pinocchio)  
Don't look behind us!

PINOCCHIO What's wrong?

ELEONORA Just don't look behind us!

Pinocchio rotates his head so his entire head sees the dog. He yelps and swiftly turns his head back in its normal position.

PINOCCHIO I looked behind us! I can't believe I actually looked behind us!

The dog sprints up so that its running next to Lampwick's head. Lampwick's eyes widen at the sight of the dog.

The dog runs closer, snapping its jaws.

LAMPWICK (braying)  
HEE-HAW!

Lampwick makes a sharp turn to his right and runs through seom bushes.

The dog continues running forward, its head still turned on Lampy, until it smacks head first into an oak tree. The dog yelps in pain.

EXT. THICKET - SAME

Lampwick bursts through a large shrubbery and continues running through a thicket alongside a high-rising mass of land.

As the donkey runs, Eleonora looks around them.

ELEONORA (to Pinocchio)  
I think we're home free!

PINOCCHIO Swell!

Pinoke leans towards his best friend's ear.

PINOCCHIO (CONT'D)  
We made it, Lampy! You can stop running now!

LAMPWICK (V.O.)  
Check your right!

Pinocchio slowly looks up and sees the Labrador running alongside the trio from the top of the mass of land.

PINOCCHIO Bad dog! Very bad dog!

ELEONORA Don't encourage him, Pinoke!

Labrador dodges some trees and logs as the trio continue running through the thicket.

Suddenly, Labrador leaps off the land, jaws open and his claws spread out.

Eleonora looks away as Pinocchio gasps in horror.

The dog flies past Pinocchio's head, one of his front paws scratching Pinocchio's face as he lands onto the ground and starts rolling downhill. Pinocchio screams and covers his face with both hands, dropping the box.

The box rolls across the dirt and finally stops, the lid off exposing the cube as the trio ride into the distance.

EXT. LAKE - SAME

The Labrador continues rolling and whimpering downhill, finally crashing against some rocks next to a calm lake.

The dog whimpers as it rises to three of its legs, the front one broken and hanging. The Lab howls into the clear night sky in pain. His howling echoes through the night as we

DISSOLVE TO:

EXT. FARTHER DOWN LAKE - EARLY MORNING

The morning sky hovers over a farther side of the lake. Birds chirp and drink from the lake as we see Pinocchio, Eleonora, and Lampwick sound asleep beside each other on the ground.

Pinocchio groans as he turns towards the camera. We see that the right side of his face is covered with deep scratch marks from the chase.

Pinocchio yawns and opens his eyes. He smiles at the sight of Eleonora sleeping beside him.

Pinocchio stands up and stretches, looking at the calm lake. Suddenly, he swings around and looks at the ground. He looks all around the area, looking frantic. He smacks his forehead.

PINOCCHIO I dropped it.

EXT. THICKET - LATER

Pinocchio walks through the same thicket from the night before, carefully looking at the ground and through the trees and bushes. He sees something up ahead. He runs for it and falls onto his knees.

On the ground is the box. Pinocchio picks it up and his shocked to see that there's no cube inside.

PINOCCHIO It's gone?! It can't be! I can't lose you now, you stupid block!

Pinocchio throws the box into some mud, then his eyes widen with interest.

The box is lying inside a large muddy print made from a boot. There are many more prints in the mud that lead into the woods.

Pinocchio stands up and slowly begins following the trail of footsteps.

EXT. CLEARING - LATER

Pinocchio stops at the last print, which is just outside a grassy clearing in the woods. Pinocchio is staring at something in the clearing.

Sitting in the clearing is a medium-sized wooden cottage, smoking rising out of a brick chimney. The windows are dark and there's not a sound inside.

Pinocchio walks towards the cottage, stares at a pair of boots lying beside it with dry mud on the bottom, and knocks on the door.

PINOCCHIO Excuse me? Is anyone home?

Pinochio knocks on the door several more times. No answer or noise. Pinocchio looks behind his shoulder, sees no one, then quietly turns the doorknob and opens the door.

INT. COTTAGE - SAME

Pinocchio steps into the darkened space, the only light seen coming from an active fireplace. Pinoke looks both ways, then quietly steps inside, leaving the door slightly open.

Pinocchio tenses up as he stares at the walls of the cottage, which are completely covered with marionettes hanging from strings.

Pinocchio steps forward, eyes on the walls, the floorboards creaking under his feet. Behind him, a bedroom door slowly opens.

Suddenly Pinoke bumps into a wooden table and jerks back in alarm.

Lying on the table is the cube. Pinocchio sighs with relief.

PINOCCHIO I thought I'd lost you forever.

Pinoke picks up the cube. Suddenly, the front door slams shut.

Pinocchio swings around in alarm. His eyes widen more as he sees a tall, heavyset man in a dark brown robe, with grey hair and a long grey beard, standing in front of the door. The man, STROMBOLI, eyes still on the boy, uses his right hand to lock the door.

Stromboli slowly approaches Pinocchio.

PINOCCHIO (CONT'D)  
I'm sorry, Senor. I just came to get my cube back. (lifts it up)

PINOCCHIO (CONT'D)  
I've got it now. I won't trouble you anymore, I promise.

Stromboli stops, his nose touching Pinocchio's nose. Stromboli raises an onion to his mouth, chomps on it, and slowly eats as he speaks to the boy.

STROMBOLI I know who you are. You leave me, make fool out of me, leave me to make less money than I could have made.

Stromboli swallows and blows into Pinoke's eyes. Pinoke's eyes water as he stares at the man with surprise.

STROMBOLI (CONT'D)  
We were supposed to tour the world. Paris. London. Monte Carlo. And Constantinople.

PINOCCHIO You...Stromboli!

STROMBOLI And you...my little wooden traitor!

Stromboli throws the onion away, grabs Pinocchio and shoves him against one of the walls. Pinocchio knocks some of the puppets off the wall.

STROMBOLI (CONT'D)  
Now that you here -

Stromboli grabs Pinoke and shoves him against the opposite wall, sending more puppets to the floor.

STROMBOLI (CONT'D)  
I do what should've been done nine year ago!

Stromboli grabs the boy and shoves him against the fireplace. The firewood crackles and snaps.

Stromboli picks up a hatchet lying by the fireplace and raises it to his face, grinning.

STROMBOLI (CONT'D)  
You will make good, everlasting, comforting, firewood!

Stromboli raises the hatchet over his head. Pinocchio stares at it, scared shitless - when he suddenly frowns and swiftly rotates his left arm numerous times, knocking Strombli's arm and causing the hatchet to fly backwards and pin itself against the head of a hanging Cossack puppet.

Pinocchio spins his body and lowers himself to the floor, using his legs to knock Stromboli off-balance and make him land onto his back on top of the table, which crushes under his weight.

Stromboli winces and yelps in pain. Pinocchio stands over him, enraged.

PINOCCHIO You may have terrified me as a boy, but you will no longer terrify me as a man!

STROMBOLI Please, don't hurt me. I am poor and old. Show mercy, Pinocchio. Show mercy.

Suddenly we hear someone tapping on the window. Pinocchio looks at the window and sees Eleonora and Lampwick looking back at him, alarmed.

ELEONORA (through the glass)  
Pinocchio! Are you alright?!

Pinocchio nods, then turns his eyes back to the shuddering man.

PINOCCHIO Now I am.

EXT. CLEARING - LATER

The trio of friends sit around a campfire, with a boiling pan hanging over the flames.

The trio eat some pasta on plates. Pinocchio has the cube, no longer in its box, sitting beside him as he eats. Eleonora sits beside him, her back against a bush. She stares at her plate.

ELEONORA I can't remember the last time I had a hot meal. Can't remember the last time I had a decent meal.

PINOCCHIO This used to be my favorite dish as a kid. Father added mushrooms when he cooked it and he used to call it "Pasta Ala Geppetto". (sad)  
I was planning to make it for him on his birthday, which was last Sunday.

ELEONORA We're gonna find your father. Even if it's the last thing I ever do.

Pinocchio smiles, then holds up some pasta on his fork and puts it into Eleonora's mouth. The girl eats and smiles at her friend.

Lampwick finishes licking his plate and belches.

LAMPWICK (V.O.)  
Boy, that really hit the spot. Hey Pinokey, is there any water this guy could give us?

PINOCCHIO I don't see why not.

Pinocchio whistles and waves towards the cottage. The door opens and Stromboli nervously walks out and bows before Pinocchio.

STROMBOLI Enjoying your breakfast, Pinocchio?

PINOCCHIO Yes thanks. My friends and I are thirsty. Please get two glasses of water and one clean bucket of water for my animal friend.

STROMBOLI Anything you want, Senor.

Stromboli bows and hurries into the cottage.

ELEONORA So, Pinoke, do you have any idea why the cube keeps talking to you?

PINOCCHIO I've thought a lot about it. My theory's that since the cube is what gives the Coachman power and the ability to turn boys into donkeys, it's almost as if this cube is telling me to save those boys.

LAMPWICK (V.O.)  
But why you? And what about you being able to read my thoughts?

PINOCCHIO As far as I know, Lampy, I was the only kid ever to escape from Pleasure Island without transforming completely. This is gonna sound silly...but I think this cube doesn't want to turn boys into donkeys. I think it chose me to end the curse. That's why I can understand you, because I was there when you transformed and I managed to escape knowing what was really happening there.

ELEONORA But how do you end the curse?

PINOCCHIO I don't know. But as long as I'm rescuing Father...I have to help those poor kids before it's too late.

Pinocchio sets his plate down and walks over to the trees, looking out into the woods. Pinoke sighs heavily.

PINOCCHIO (CONT'D)  
The only problem here is we don't know how to get there. And we can't go into any towns to ask for help because now there's a price on my head! (chuckles)  
I don't know how this could get any worse.

Suddenly, Eleonora screams and jumps to her feet. Lampy and Pinoke look at her with alarm.

ELEONORA Something jumped on the back of my neck and now it's in my clothes! Get it off! Get it off!

Eleonora starts shaking herself. Pinoke rushes over and rubs her clothes.

A small figure falls on its stomach onto the grass.

PINOCCHIO There it is!

ELEONORA I'll kill it!

The girl takes off her sandal and raises it over her head.

The figure turns around - it's Jiminy! Jiminy holds his arms up.

JIMINY No, please! It was an accident!

Pinoke grabs Eleonora's arm and stops her. His jaw drops and his eyes bulge out of his head. As does the cricket.

PINOCCHIO ...Jiminy?

JIMINY ...Pinocchio?

Pinoke holds out his hand. The cricket, his left leg bandaged up with some dry blood on it, slowly steps into Pinoke's hand.

Pinoke gently lifts the cricket up so the two friends are staring into each other's teary eyes.

PINOCCHIO I thought I'd never see you again.

JIMINY Same here, Pinoke. Same here.

Jiminy embraces Pinocchio's nose. Pinocchio gently weeps.

Eleonora stares at the two, putting it together.

ELEONORA So you're Jiminy.

LAMPWICK (V.O.)  
Well I'll be... (smiling)  
The beetle's alive.

Pinocchio looks at his conscience and composes himself.

PINOCCHIO Where've you been since the fire? What happened to your leg?

JIMINY Well, on the night of the fire...

INT. PURRING FOX - NIGHT - FLASHBACK

The fire burns and grows as Honest John runs screaming away from Pinocchio. Jiminy rides on his tail.

JIMINY (V.O.)  
I jumped onto Honest John's tail and set it on fire to try to save you. He ran to the back door with me trapped in his tail.

INSERT: Jiminy's badge falls off his coat and lands into some fire on the floor.

EXT. PURRING FOX - BACK ALLEY - SAME - FLASHBACK

Honest John jumps through the back door and lands into some trash cans. His laming tail flicks into the air, sending Jiminy flying and eventually landing onto the cobblestone ground.

The cricket lays there, disorientated and his left leg burnt up and smoking.

JIMINY (V.O.)  
I finally got off, but my leg was burnt and I was out of it.

A NURSE CRICKET (female cricket wearing a nurse uniform) pokes her head out of a small hole in a nearby wall. She runs over to Jiminy and kneels beside him.

JIMINY (V.O.) (CONT'D)  
Luckily, a nurse cricket found me lying there and quickly got me help.

INT. CRICKET HOSPITAL - NIGHT - FLASHBACK

Jiminy rests in a small bed among other sleeping crickets who are bandaged up or moaning in pain.

JIMINY (V.O.)  
I spent two days resting in a hospital for crickets. They bandaged my leg but told me if it didn't heal properly...then they might have to amputate it.

INT. CRICKET HOSPITAL - DAY - FLASHBACK

Nurse Cricket uses a large saw to put a small piece of bread from a life-sized loaf. She sets the piece on a plate and uses a spoon to carefully feed Jiminy. Jiminy eats and smiles.

JIMINY (V.O.)  
It was on the third morning that I knew where I was and how they found me. I started feeling better, except for the fear that my leg would have to go.

Jiminy shallows.

EXT. HOSPITAL GARDEN - MORNING - FLASHBACK

Jiminy is pushed through a small garden in a wheelchair by Nurse Cricket, his leg now bandaged.

JIMINY (V.O.)  
I was beginning to wonder how I'd ever find you. Then that very morning, I saw it.

Nurse Cricket looks up.

NURSE CRICKET Look at that. That boy looks so odd doesn't he?

Jiminy looks up and his jaw drops.

Nailed to the wall of a human hardware store is one of Roger's wanted posters for Pinocchio.

JIMINY (V.O.)  
Someone had put a bounty on your head, Pinoke.

JIMINY (V.O.) (CONT'D)  
I couldn't believe it, and yet there it was for the whole village to see.

EXT. CRICKET HOSPITAL - NIGHT - FLASHBACK

Jiminy slowly climbs down a bedsheet that's tied to the window of the hospital as if it were a rope.

JIMINY (V.O.)  
So at midnight that night, I decided to do the right thing and come find you, leg or no leg. But to my relief...

Jiminy loses his grip and falls onto both feet. He cringes in pain, but doesn't fall. Jiminy smiles and pats his bandaged leg.

JIMINY (V.O.) (CONT'D)  
My leg took the fall. So then I rushed off into the night, and gradually started hearing rumors about a living marionette in a travelling circus.

Jiminy runs into the night down the street, his umbrella in his hands and his hat on his head.

EXT. CLEARING - LATER

Back in the present, Jiminy finishes his tale.

JIMINY So I just followed the posters advertising the circus and ended up here. And then this morning I smelt something good, went over here hoping to grab some breakfast...and here you are.

PINOCCHIO Wow Jiminy. I'm really impressed, and also really sorry I got you into this mess.

ELEONORA This kissing and making up is all great, you two, but now we gotta focus on getting to Pleasure Island and freeing Geppetto!

LAMPWICK (V.O.)  
And save all those kids, too.

JIMINY I'm sorry, miss, but I don't have any knowledge of how to get there, let alone how to find the nearest ocean.

PINOCCHIO Then...that means we've lost.

Suddenly, a glowing blue arrow appears on the ground. Pinocchio and his friends stare in awe at the arrow. They look ahead of them and see more glowing blue arrows on the ground, creating a trail past the trees and into the woods.

ELEONORA What is that?

JIMINY Golly, it looks like a trail!

LAMPWICK (V.O.)  
Why's it blue and glowing?

PINOCCHIO The Blue Fairy. (at the sky)  
She's helping us. She's making a trail that'll take us to the nearest ocean! Look!

Pinocchio and the others look carefully at the arrows, all of which are moving like water and making sounds of the sea.

JIMNY Never ceases to amaze me.

Pinocchio runs over to his plate and picks up the cube with his free hand.

PINOCCHIO Let's follow it! C'mon!

Pinocchio rushes past Eleonora, who quickly follows behind. Lampwick sighs.

LAMPWICK (V.O.)  
Just when I was getting used to nature.

A crow lands on Lampwick's head. Lampwick jumps up, scaring the crow away.

LAMPWICK (V.O.) (CONT'D)  
Get lost, buzzard breath!

Lampwick hurries after his friends.

Stromboli steps out of the cottage, holding a tray with two glasses full of water in one hand and holding a bucket full of water in the other hand. Stromboli freezes at the sight of his guests gone.

Stromboli screams through his clenched teeth and throws the bucket and tray down. He starts cursing in gibberish and kicks over the boiling pan, sending the contents onto the grass. As he continues to rant -

Grinning high above the clearing in the sky, lying on his stomach upon a floating black mass, is Roger.

ROGER This just keeps gett'n better and better. (to mass)  
To the tower and step on it!

The mass speeds off into the horizon, Roger riding it the entire way.

INT. TOWER - DAY

Coachman is gripping Roger by the collar of his suit.

COACHMAN Are you absolutely sure he's on his way here?

ROGER And he's got a band of misfit friends along for the ride, master. They think they're gonna save the old geazer and live to tell about it! And the best part is...he's got the cube with him!

Coachman frees Roger, smiling.

COACHMAN This is perfect! He will come, and he will suffer unless he hands me the cube! I've gotta ready me coach and start collecting! And you...get Mister Geppetto ready for a family reunion.

ROGER My pleasure, master!

Coachman laughs as he grabs his whip and runs out of the tower. Roger grabs some shackles lying on the floor behind him and hurries behind his master, shutting the door to the tower.

EXT. BEACH - NIGHT

Our four heroes weakly walk onto the shore of a vacant beach, the waves calmly coming into contact with the sand and then retreating back to the sea.

LAMPWICK (V.O.)  
My feet are killing me! We musta walked for eight hours straight.

ELEONORA Why did the trail stop here?

Pinocchio looks down at the last arrow by his feet.

PINOCCHIO I dunno. Maybe it wasn't the Blue Fairy after all and just some kinda -

Pinocchio looks up and his tired eyes fly open.

In the distance we see a large white ferry sitting by a dock, with hundreds of kids cheering on board.

PINOCCHIO (CONT'D)  
Just a little farther, guys!

Pinocchio and his friends move on towards the ferry, a little bit faster now.

EXT. DOCK - LATER

A large Technicolor coach pulls up to the dock and stops. Hundreds of boys on the coach cheer and jump off, running across the gangplank and onto the vessel.

The Coachman jumps off his seat and grins at the boys, his whip in his hand.

COACHMAN MAKE ROOM FOR THE LAST BUNCH BOYS! ALL ABOARD THAT'S GOING ABOARD!

Coachman walks towards the gangplank.

A few feet away, our four heroes poke their heads over a large rock and watch as the Coachman boards the vessel while some workers handle the coach and the donkeys that pulled the coach. Jiminy stares in disbelief at the ferry in Pinocchio's free hand.

ELEONORA I hoped that I'd never have to see that fat ugly face again.

JIMINY Look at all those boys. They have no idea what they're getting themselves into.

PINOCCHIO What?

Pinocchio leans forward and is surprised to see Toto and his three friends cheering at the front of the ferry among a mob of teenage boys.

TOTO HURRY UP! LET'S GO!

The surrounding teens cheer.

PINOCCHIO Toto and his friends are going, too?

JIMINY Looks like they're now taking teenage boys to Pleasure Island, too.

LAMPWICK (V.O.)  
Just like I was.

ELEONORA So what do we do?

PINOCCHIO I think you and me -

The four heroes gasp and duck behind the rock as two workers pass by, dragging two donkeys alongside them.

EXT. ROCK - SAME

Pinocchio turns to face his friends.

PINOCCHIO I think Eleonora and me should sneak aboard, arrive, and then get Father out of there as soon as possible.

JIMINY But what about me and him?

LAMPWICK (V.O.)  
Him? You've got some nerve, beetle!

PINOCCHIO Lampwick! (to Jiminy)  
I think you and Lampwick should stay right here. There's no way I can sneak Lampwick aboard without anyone noticing -

JIMINY But I'm small and I'm your conscience! I have to come with you!

Pinocchio takes out of his pocket Jiminy's badge and holds it up to his friend.

PINOCCHIO Jiminy...you are without a doubt the best conscience in the entire world. But you're still healing and I don't want to risk losing you for real.

JIMINY But the Blue Fairy told me -

PINOCCHIO She'll understand. Now I'm asking you, not as my conscience, but as my best animal friend, to stay here and wait for me and Eleonora to return.

Pinocchio sets the badge into Jiminy's hands. Jiminy stares painfully at Pinoke.

JIMINY You promise to come back?

PINOCCHIO I promise I'll be back. I promise.

Jiminy hugs Pinoke's nose again and kisses it.

JIMINY I love you, son.

PINOCCHIO I love you too, pal.

Suddenly a horn from the ferry blows, causing Pinocchio and Eleonora to look at the ferry.

ELEONORA It's leaving soon. We better hurry.

Pinocchio nods and gently sets Jiminy beside Lampwick's feet.

PINOCCHIO Lampwick, you take care of him and yourself, okay?

LAMPWICK (V.O.)  
Sure thing. Go get 'em Slats!

Pinocchio winks at Lampy, then he and Eleonora quietly dash over the rock and run towards the ferry.

Jiminy holds his hat in his hands and sheds a tear.

JIMINY I'm his best animal friend. I mean more to him than I thought I did.

LAMPWICK (V.O.)  
He better come back. If he gets caught and turned into a donkey I'll kick his butt...brave little buddy.

Lampwick tears up and lies down on the ground. Jiminy sits down and gently weeps into his hat as another horn goes off on the ferry.

EXT. OPEN OCEAN - NIGHT

The ferry moves at full speed towards the massive island in the distance, a large storm cloud approaching it against the clear night sky.

INT. BELOW DECK - SAME

In the darkness we can hear boys cheering and "Hi Diddle Dee- Dee" being played by an organ above.

Sitting among hundreds of crates is Pinocchio and Eleonora.

PINOCCHIO All these crates? These are what boys are thrown into when they're transformed.

ELEONORA It blows my mind. I can't believe how cruel some people are in this world.

PINOCCHIO Me either. But y'know something? All my life I've been paralyzed with the fear of running into those people again. And now, nine years later, I've run into the same two con artists, the same evil showman, and now I'm about to face the same guy who's haunted my dreams for too long. I'm not saying that I'm fearless. I just don't want to be paralyzed anymore.

ELEONORA I think your father wants the same thing, Pinocchio.

Pinocchio nods, then looks at the girl.

PINOCCHIO I want to thank you, Eleonora. If it weren't for you I wouldn't be saving my father. And if it weren't for you...

Pinocchio gazes into the girl's eyes, as does she.

ELEONORA Yes Pinocchio?

PINOCCHIO I would never have known you.

Pinocchio and Eleonora lean towards his each. They feel each other's hair, and close their eyes -

Suddenly, the cube on the floor between them glows. The two kids open their eyes and lean closer to the cube.

ELEONORA Why's it doing this now?

PINOCCHIO Calm down. No one can see it or hear it from up there.

The donkey shape appears in the cloud.

VOICE Save them. Save them.

The donkey suddenly morphs into a large shape. The shape holds a large silver sword over its head, then swings it down onto a cube, and the cloud explodes inside.

ELEONORA What's it doing?

PINOCCHIO I think...I think it's telling us how to end the curse.

EXT. PLEASURE ISLAND - NIGHT

The ferry slowly pulls up the dock. The ferry stops moving.

EXT. FERRY DECK - SAME

Toto and the other teenagers smile in excitement.

TOTO Hi diddle dee-dee, it's Pleasure Isle for me!

All the boys on the ferry cheer and jump up and down, including Toto's friends.

EXT. PLEASURE ISLAND - SAME

The front side of the ferry is lowered and a large set of doors open to reveal a vast and colorful amusement park.

The front side stops going down, and instantly all the boys rush off the boat and run through the doors.

Coachman stands by the doors and beckons all the boys to come inside.

EXT. FERRY DECK - SAME

A few more boys run off the deck of the ship towards the entrance. The deck is left empty and littered with confetti and candies.

Suddenly, Pinocchio pokes his head out, and rotates his head once to see the entire area.

PINOCCHIO All clear.

Pinoke, the cube lifeless in his hands, and Eleonora quietly walk onto the deck and keep their bodies as low to the ground as possible.

EXT. PLEASURE ISLAND - SAME

Coachman smiles, looking around as the remaining boys pile through the door. Coachman looks at the ferry, sees nothing, then walks through the doors.

EXT. LOWER FERRY DECK - SAME

The two heroes quickly descend the staircase and land onto the lower deck of the empty ferry. They head towards the front when Eleonora freezes and grabs Pinoke's arm.

ELEONORA Look!

Coachman walks towards the amusement park. He cracks his whip and the doors start to slowly close.

PINOCCHIO C'mon!

The two friends run to the front of the ship and leap off onto

EXT. PLEASURE ISLAND - SAME

The doors are getting closer to each other. Pinoke and Eleonora run faster towards the doors.

Finally, the door closes with a loud thud as our two heroes stand inches away, panting. Eleonora kicks a nearby rock.

ELEONORA Damnit! That was the only way in!

Pinocchio looks around and spots a large cave inside the rocks a few yards away.

PINOCCHIO We can try that cave! C'mon!

Pinocchio and Eleonora hurry towards the rocky shore.

EXT. ROCKY SHORE - MOMENTS LATER

The two heroes carefully walk along the slippery rocks under their feet with their bodies pressed against the rocky mountainside. Waves splash onto them as they make their way closer to the cave entrance.

INT. CAVE - MOMENTS LATER

Pinoke and Eleonora approach the entrance of the cave. It's pitch black inside.

ELEONORA This looks like a dead end, Pinoke.

PINOCCHIO Only one way to find out.

Pinocchio walks into the cave. Eleonora swallows hard and follows him.

The two heroes get deeper into the cave, their figures being swallowed by the dark till we can't see anything.

PINOCCHIO (CONT'D)  
Now would be a really great time to have some light.

Suddenly, many pairs of white lifeless eyes appear, dimly showing Pinocchio and Eleonora holding onto each other and gaping as more eyes appear around them.

The shadow men roar as a figure steps up, holding a candlelit lamp ins his candy-cane hand.

ROGER Welcome back to Pleasure Island, Pinocchio. I hope you ain't sore about our little scrap on Sunday night. But anyway, we're gonna have a lot of fun tonight.

Roger grins his infamous grin.

EXT. DOCK - NIGHT

Lampwick and Jiminy sit side by side on the empty dock, staring at the island in the distance.

JIMINY I don't like sitting here and not being able to help him.

LAMPWICK (V.O.)  
You and me both. Listen, I'm sorry for calling ya a beetle.

JIMINY That's okay Lamp -

LAMPWICK (V.O.)  
I'm sorry for messing with ya in that pool hall too. If I'd known how much you mean to Pinoke, I wouldn't have been such a jerk.

JIMINY Boys will be boys.

Jiminy pats Lampy on the muzzle. Lampy smiles. In the distance, we hear thunder. The two guys look back at the island with concern.

LAMPWICK (V.O.)  
I just hope he hasn't been caught or turned into a donkey.

JIMINY You and me both.

The storm cloud grows and hovers over the island. The thunder rumbles as we cut to

INT. TOWER - SAME

Pinocchio opens his eyes, disorientated. He's kneeling on the floor of the tower. He looks in front of him and sees a huge oil painting of the Coachman hanging on the wall.

Pinocchio looks over his shoulder and sees a red curtain covering the other side of the room.

COACHMAN (O.S.)  
Beautiful isn't it?

Pinoke looks up and gapes as the Coachman walks over to the oil panting and feels it.

COACHMAN (CONT'D)  
It perfectly captures my character, don't you agree? You can just sense that this bloke is not to be challenged or threatened by anyone. And yet, you dared to go against what's on this canvas. You dared to escape my island. And lastly, you dared to keep what rightfully belongs to me!

Pinocchio looks at the cube in his hands.

COACHMAN (CONT'D)  
I know that you didn't steal it from here, but you played a big part in putting my business at risk. Now, give me the cube.

Coachman holds out his hand. Pinocchio stares angrily at him.

COACHMAN (CONT'D)  
I said, give me the cube.

Pinocchio stares at him. Coachman sighs.

COACHMAN (CONT'D)  
Looks like you need a little persuasion.

Coachman nods. Pinocchio turns around and sees Roger approaching the curtain. Roger grabs the curtain.

ROGER Say hello to an old face.

Roger pulls the entire curtain away, revealing Geppetto lying on his knees, his feet and hands in shackles.

Pinocchio gasps as his father lifts his head up and his jaw drops.

GEPPETTO Pinocchio?!

PINOCCHIO Father!

Pinoke jumps to his feet, when Coachman grabs him by his shoulder and pulls the boy back.

COACHMAN (to Geppetto)  
I told you you'd see your son again. He's a little bit taller since I was saw him.

Roger chuckles. Coachman grabs Pinocchio's head and rotates it so Pinoke's worried face is facing his devilish grin.

COACHMAN (CONT'D)  
Now listen, boy. Either you hand over the cube...or your father will pay the price for your selfish actions.

ELEONORA (O.S.)  
Just do what he says!

Pinocchio turns his head to the right and sees Eleonora strapped to the same chair Clown was strapped to earlier.

ELEONORA (CONT'D)  
Don't worry about me, save your father!

COACHMAN Quiet you stealing bitch!

Coachman snaps his fingers, and the straps of the chair get tighter. Eleonora screams in pain and cannot move.

PINOCCHIO Please let her go!

COACHMAN (to Roger)  
Ready the father, servant!

Roger grabs Geppetto and turns him around so his back is facing Pinocchio. Roger rips the back of Geppetto's shirt so his bare back is exposed.

Coachman shoves Pinoke over to Roger, who holds Pinoke around his neck with his left arm.

Coachman picks up from his desk his infamous whip. He steps behind Geppetto.

Eleonora shrieks in pain.

ELEONORA You bastard! You evil bastard!

Coachman raises the whip over his head. Geppetto shudders and shuts his eyes.

PINOCCHIO YOU WIN!

Coachman freezes and looks at the shaking boy.

PINOCCHIO (CONT'D)  
Here.

Pinocchio holds up the cube. Coachman grins, lowers the whip and snatches the cube out of Pinocchio's hands.

Geppetto continues to shudder as he looks over his shoulder at his son. Pinocchio looks at Geppetto and lowers his head in shame.

Coachman holds the cube in one hand over his head.

COACHMAN My treasure...now we can get to work.

Coachman lowers the cube and walks over to the open window. Coachman stares out into the park, grinning at all the boys engaging in their activities.

COACHMAN (CONT'D)  
Millions, Roger. We're gonna make millions after tonight.

Roger licks his lips with greed. Coachman looks at the cube.

COACHMAN (CONT'D)  
Do yer job.

The cube glows. The donkey figure appears in the middle. The light changes from violet to blood red.

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

Two boys, JOHN and PAUL, walk alongside each other. John is eating a turkey leg while his friend eats a pie in one hand and an ice cream cone in the other.

Paul suddenly screams and falls to his keens, dropping his food. John stares at him with alarm.

JOHN Paul? Paul what's the matter?

PAUL My...hands...

Paul's eyes widen with terror as his two hands morph into hooves. His feet morph into hooves simultaneously.

JOHN What the hell is happening to- (braying)  
HEE-HAW! HEE-HAW!

John's face morphs into a donkey head and a donkey tail bursts through his pants.

EXT. PLEASURE ISLAND - DROP RIDE - SAME

A Shadow Man pulls a lever and a drop ride full of boys slowly rises upwards. We hear boys screaming and braying. Some boys with donkey ears and donkey tails ruh past the ride. After a few moments, the Shadow Man jerks the lever back, and the drop ride quickly drops to the ground. All the boys on the ride are now braying donkeys in boys' clothing.

EXT. PLEASURE ISLAND - TOBACCO ROW - SAME

Many boys are smoking cigars next to large Indian statues that are throwing out cigars via animatronic hands.

All the boys blow smoke into the air at once, obscuring the entire frame. We hear boys screaming and braying. The smoke clears and we see that all the boys are now donkeys.

INT. POOL HALL - SAME

Toto shoots his cue at the billiards on a billiard table, knocking them in many different directions.

TOTO Ain't this the life, guys?

Toto turns around and is shocked to see his three friends are now donkeys braying on the other side of the room.

TOTO (CONT'D)  
What the...what's going on here?

Toto looks into a large mirror directly across from him. He shrieks at the sight of two donkey ears protruding from his head. He falls to the floor, the cue rolling across the floor and stopping before the entrance of the pool hall.

INT. TOWER - SAME

Coachman stares out at the island, grinning at the sea of donkeys in boys' clothing, braying and being shoved towards the sides of the mountains by shadow men cracking whips.

Pinocchio looks at the floor, ashamed.

COACHMAN You've made me very happy, Pinocchio. Very happy.

Coachman turns and puts his hand onto Roger's shoulder.

COACHMAN (CONT'D)  
Now my faithful servant...do away with them all.

Roger nods and shoves Pinocchio to the floor. Coachman sits on his desk and lights his pipe as Roger laughs and pulls out his pistol.

ROGER Now let's see...how about I start with you, ya bloody old goat!

Roger aims the pistol at Geppetto's head. Geppetto shudders and stares with petrified eyes as Roger chuckles.

As Roger chuckles, Pinocchio looks up and anger washes over him.

EXT. SCHOOL - DAY - FLASHBACK

TOTO You really just gonna stay home all summer with old wood breath?

DISSOLVE TO:

INT. OFFICE - NIGHT - FLASHBACK

HONEST JOHN Looks like we win again, you overgrown toothpick!

DISSOLVE TO:

INT. WAGON - DAY - FLASHBACK

FROKKO Circus freaks don't sleep in beds.

DISSOLVE TO:

EXT. WAGON - NIGHT - FLASHBACK

FARMER 3 You're coming with us!

DISSOLVE TO:

INT. COTTAGE - MORNING - FLASHBACK

STROMBOLI My little wooden traitor!

DISSOLVE TO:

INT. BEDROOM - NIGHT - FLASHBACK

Pinocchio, in pajamas and human form, jerks in his sleep in bed with sweat soaking his forehead.

SUPER: Coachman's laughing face against a background of braying donkeys.

INT. TOWER - SAME

Back in the present, Pinocchio clenches his teeth.

Roger, now calm but grinning, holds his aim on Geppetto. Rests his finger on the trigger. Geppetto shudders. Eleonora shuts his eyes.

Roger pulls the trigger -

Pinocchio stands up and takes the bullet into the left side of his wooden chest, just in the nick of time.

Geppetto gasps. Eleonora opens her eyes. Coachman looks over and drops his smoking pipe.

ROGER But...you little-

PINOCCHIO Keep practicing.

Pinocchio quickly knocks Roger in the face with his own head. Roger yelps as Pinoke grabs the pistol and throws it out the window.

Pinoke lowers his entire body and swings his legs under Roger, knocking Roger off his feet and crashing into a wine bottle container, spilling the Red Lobster Inn wine bottles onto the floor.

A large key falls out of Roger's pocket as he falls onto his ass. Pinoke snatches the key up and rushes for Geppetto.

COACHMAN NO!

Pinoke bends down behind his father and sticks the key into the keyhole.

COACHMAN (CONT'D)  
Get up and finish him, you idiot!

Roger, on his hands and knees, shakes his head, and stares with hatred at Pinoke. He holds up a switchblade and the blade pops out.

He yells with rage and runs towards Pinoke.

Pinoke looks at Roger, then quickly spots a wine bottle by his foot. He kicks the bottle towards Roger. Roger's foot steps onto the bottle, and suddenly Roger trips over it and falls head first out of the window.

Pinoke unlocks the shackles from his father's hands.

PINOCCHIO Hold on, Father!

Pinoke inserts the same key into the shackles on Geppetto's feet.

Coachman stands and lifts his head towards the window.

We see candy-cane fingers gripping the window ledge.

EXT. TOWER - SAME

Roger hangs onto the ledge with his one hand, looking up and gasping.

ROGER Master! Help me!

INT. TOWER - SAME

COACHMAN You damn pile of sawdust!

Coachman picks up his whip from off the desk.

Geppetto's feet shackles are unlocked and fall to the floor. Pinoke pulls his father to his feet.

ELEONORA Pinocchio, look out!

Pinoke and Geppetto look at Coachman, who raises the whip over his head, and sends it down.

Pinocchio, still holding onto his dad, shoves Geppetto and himself to the floor, the end of the whip missing them by half a second.

EXT. TOWER - SAME

The end of the whip strikes three of Roger's candy-cane fingers. The fingers break off, sending Roger falling forty feet, screaming.

Roger's body disappears behind a large gaping skull made out of stone just as he's about to finish the drop. The screaming instantly stops.

INT. TOWER - SAME

Pinocchio, flat on the floor beside his father, charges at Coachman and knocks him against the desk. Coachman and the desk fly backwards and collapse onto the floor, the desk lying on top of Coachman's body.

Pinocchio stares at Coachman, then runs over to the girl.

PINOCCHIO Are you alright?!

ELEONORA It's not tight anymore.

Pinocchio loosens all the straps and pulls them off the chair. He grabs Eleonora's hand, runs over and grabs Geppetto's hand.

PINOCCHIO Let's get out of here!

The trio run to the front door and

EXT. TOWER - STAIRCASE - SAME

Burst through the front door and begin hurrying down a long, winding steel staircase.

INT. TOWER - SAME

Coachman opens his eyes and sees the front door wide open. Coachman bangs his fist onto the floor, then reaches over to a nearby lever sticking out of the floor. Coachman grabs it and jerks it backward.

EXT. TOWER - STAIRCASE - SAME

Suddenly, all the steps of the staircase go flat.

Our trio of heroes continue down, until the steps beneath their feet go flat. The trio scream as they fall on their asses and slide down the winding staircase, heading right for the bottom forty feet below.

EXT. DOCK - SAME

Lighting bolts flash above the island, thunder rumbling loudly as Lampwick and Jiminy stare at the island.

Jiminy looks up and points to the wishing star.

JIMINY Look! The wishing star's right over us!

LAMPWICK (V.O.)  
Huh?

Lampwick looks up and stares at the mighty star with interest.

JIMINY Maybe I can wish for my leg to heal!

Jiminy closes his eyes, kneels down and holds his hands together. Lampy shuts his eyes, not opening them until suddenly-

A blue light appears in front of them. Lampwick and Jiminy open their eyes and stare with wonder as a familiar figure steps out of the light, her crystal wand in her hand.

BLUE FAIRY Sweet Lampwick. You have brought so much happiness and help to your best friend Pinocchio. You deserve to have your wish come true.

LAMPWICK (V.O.)  
I do?

JIMINY He does? But what about my leg?

BLUE FAIRY There are more pressing matters at hand besides your mild injury, Mr. Cricket. (to Lampwick)  
Use your wish wisely, Lampwick.

LAMPWICK (V.O.)  
Yes ma'am! Thank you so much!

Blue Fairy waves her wand, and slowly disappears, along with the blue light.

Lampwick stares right ahead and his jaw drops.

LAMPWICK (V.O.) (CONT'D)  
Well I'll be...

Jiminy looks ahead and has the same reaction. He shakes his head in disbelief.

JIMINY She really never ceases to -

Lampwick picks Jiminy up by the back of his coat with his teeth.

LAMPWICK (V.O.)  
C'mon Jimbo!

Lampwick runs towards the edge of the dock as we smash cut to

EXT. PLEASURE ISLAND - AMUSEMENT PARK - MOMENTS LATER

Pinoke, Eleonora, and Geppetto slide down, eventually reaching the end of the staircase.

They three of them roll across the ground, sending some donkey boys backing away.

The trio stop rolling. Pinocchio raises his head up and gasps.

A shadow man carrying a whip stands over the trio, growling.

Eleonora and Geppetto gaze at the creature. Eleonora frowns.

ELEONORA Put me in a magic chair will ya?!

Eleonora charges for the Shadow Man.

PINOCCHIO ELEONORA!

Eleonora punches the creature across the face. She holds her hand and grimaces in pain.

The creature faces Eleonora, roars, and strikes the girl across the face with his free hand.

The girl collapses to the floorboards, unconscious. Pinocchio stares at her body in horror.

PINOCCHIO (CONT'D)  
No!

The creature growls as it raises its whip over its head-

COACHMAN FREEZE!

Shadow Man freezes and looks to its right.

Coachman stands many feet away from the trio, donkey boys on either side of him looking on with fright. Coachman is holding a long black cane in his left hand and the cube in his left hand.

COACHMAN (CONT'D)  
Leave him to me.

Shadow Man nods and backs away from Pinocchio and Geppetto, standing next to a small crowd of other shadow men.

Pinocchio look at Coachman with frightened eyes.

COACHMAN (CONT'D)  
I am very impressed with your skills and courage, Pinocchio.

COACHMAN (CONT'D)  
You may not be human, but you've learned to survive like one. However, the fact remains that you've caused me enough trouble and this rebellion you've initiated to stop me must come to an abrupt end. Like I told your dad, I always get what I want. And now...I want you to die.

Coachman sets the cube onto the ground beside him, then grabs the top of his cane with his free hand, and slowly removes from the cane a large silver blade.

Coachman holds the sword up and drops the cane body. Thunder rumbles overhead and rain starts pouring onto the island.

Pinocchio stares at the blade, and then at the lifeless cube on the ground.

INT. BELOW DECK - NIGHT - FLASHBACK

The shape holds a large silver sword over its head, then swings it down onto a cube, and the cloud explodes inside.

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

Back in the present, Pinocchio's eyes widen.

PINOCCHIO I know your weakness, Coachman! I will end this curse, save these poor kids, and send you back to whatever hellhole you crawled out of!

COACHMAN Only one problem, my brave Marionette.

Coachman steps over to a tall wooden facade painted to look like a smiling acrobat. Coachman swings his blade right through the wood as if it were butter. The upper part of the facade falls backwards and onto the ground.

Pinocchio stares with horror at the remains of the facade, then at the grinning Coachman.

COACHMAN (CONT'D)  
Where's your weapon?

Coachman smiles, then charges straight for Pinocchio, his sword pointed outward as he screams.

Pinocchio stands there with panic-stricken eyes as the Coachman gets closer and closer.

GEPPETTO Run, my son, run!

Donkey boys turn their heads away, or fold their ears over their eyes.

Coachman swings his sword, and just before he swings it towards Pinocchio's chest -

EXT. PLEASURE ISLAND - SKY - SAME

The wishing star hovers above the storm cloud. A huge bolt of blue lightning shoots out of the star and into the island-

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

Pinocchio falls to one knee, turns his head away and holds up his hands, the Coachman's blade ready to strike -

The blue bolt strikes Pinocchio, creating a blinding flash. The flash disappears quickly...

And reveals the Coachman standing over Pinocchio, his sword being blocked by a glittering blue sword in Pinocchio's hand. Coachman gasps in surprise.

Pinocchio looks up, gasps at the sword, then grins at Coachman.

PINOCCHIO I've got it right here!

COACHMAN DAMN YOU BOY!

Coachman raises sword. Pinocchio rolls away and stands up, his sword held high.

The Coachman and Pinocchio circle each other twice-

Coachman charges, but Pinoke blocks the blade with his sword. They begin fighting, Coachman forcing Pinoke to back away father from Geppetto, who sits beside Eleonora, holding her head in his lap. As Geppetto watches the swordfight -

GEPPETTO Oh dear! Where's help when you need it most?!

EXT. AZULA DECK - SAME

LAMPWICK (V.O.)  
Full speed ahead!

Lampwick stands on the deck of a large warship, named the Azula, with many soldiers scurrying on deck and dealing with the sails. The entire ship is blue and glowing as it swiftly speeds through the open ocean towards the island. All the soldiers are blue, as well, including their eyes and skin.

Lampwick turns his head to look at Jiminy, who sits on his back.

LAMPWICK (V.O.) (CONT'D)  
Isn't this the greatest wish ever to come true?!

JIMINY You've surprised me, Lampwick! Good going!

LAMPWICK (V.O.)  
Thanks little guy! (looks out to sea)  
Now let's go get our friends.

EXT. OPEN OCEAN - SAME

The Azula speeds by the Intruder rock from earlier, its bloody message still there.

EXT. PLEASURE ISLAND - ROUGH HOUSE ENTRANCE - SAME

Many donkeys in boys' clothing back away as Coachman and Pinoke continue dueling. They step through the entrance of

EXT. PLEASURE ISLAND - ROUGH HOUSE - SAME

Where they step over several clubs, bats, mullets, and other items boys used to hurt each other. Pinoke trips over a club and lands onto his back in the mud.

Coachman raises sword, and Pinoke does a quick back flip and gets back on his feet.

Coachman's blade slices the club in two. Mud flies onto his face. Coachman wipes it off and grunts.

COACHMAN Since when have you become so athletic?

PINOCCHIO I was wondering the same thing. Only about you.

Pinoke blocks Coachman's blade and ducks his head. Coachman slides the wooden fence. Pinoke rolls over and jumps to his feet behind Coachman.

PINOCCHIO (CONT'D)  
Guys your age shouldn't be this energetic.

COACHMAN It's amazing what the cube can do to its commander after a few years.

PINOCCHIO Well, enjoy it while it lasts cause that cube's gonna be history.

COACHMAN You first.

Coachman attacks. Pinocchio and Coachman resume fighting. Coachman swings his blade. Pinoke ducks. Coachman uses his right leg to kick Pinoke in the gut, sending him crashing out into

EXT. PLEASURE ISLAND - CANDY STREET - SAME

Through the wooden fence. Pinoke lands onto his back before a crowd of scared donkey boys.

Coachman runs for Pinoke. Pinoke jumps into the air, lands onto Coachman's shoulders, and does a back flip into the air and lands on top of a candy-cane column.

Coachman turns around and looks up at the boy.

PINOCCHIO We don't have to do this. Just give up and let all these boys go home.

COACHMAN They're no longer boys, you fool! They never come back as-

Coachman suddenly falls forward and collapses into the mud. Pinoke looks up and sees Toto, now a donkey in his clothes, lower his back legs as if he's just kicked Coachman from behind and turn to face Coachman.

Coachman looks up at Toto, angry.

COACHMAN (CONT'D)  
You sneaky jackass! I'll skin ya!

Coachman rises to his feet and is suddenly kicked in the butt by Pinocchio. Coachman collapses into the mud again.

PINOCCHIO Leave him out of this!

Coachman rises to his feet, sword in hand.

COACHMAN Suit yourself.

Coachman and Pinoke resume fighting. Toto and his three pals, also donkeys in their clothes, watch the scene.

EXT. AZULA DECK - SAME

The Azula gets closer to the island.

LAMPWICK (V.O.)  
We're almost there!

JIMINY I just hope we're not too late to save Pinoke.

LAMPWICK (V.O.)  
Don't sweat it. Nothing can stop this ship!

Jiminy looks to his right, smiling.

JIMINY The moon looks so beautiful on the water.

Lampy looks over, and his eyes widen with terror.

LAMPWICK (V.O.)  
Since when does the moon swim?!

JIMINY Swim?

Jiminy looks out to sea.

A giant pair of glowing yellow eyes are under the water, speeding right for the ship.

JIMINY (CONT'D)  
That's no moon. That looks like a-

BLUE SAILOR (O.S.)  
SEA MONSTER OFF THE STARBOARD SIDE!

A BLUE SAILOR points at the approaching creature from the crow's nest.

BLUE SAILOR (CONT'D)  
SHE'S HEADING RIGHT FOR US, CAPTAIN! ORDERS, SIR!

LAMPWICK (V.O.)  
LOAD THE CANNONS!

Lampwick races across the deck as the blue soldiers begin loading the cannons frantically.

JIMINY We won't make it in time!

LAMPWICK (V.O.)  
We have to make it!

JIMINY Do you see how fast that thing's moving?!

LAMPWICK (V.O.)  
Don't panic! If anyone's gonna panic on this boat, it's gonna be me!

JIMINY Say what?!

Lampwick climbs up the stairs and onto the helm.

EXT. OPEN OCEAN - SAME

The creature continues forward, its yellow eyes now peeking out of the water, along with a shark-like tail at its rear.

EXT. PLEASURE ISLAND - FUNHOUSE - SAME

Pinocchio's foot stomps into a puddle, the rain pouring harder. Pinocchio looks around, then runs into a nearby funhouse through the monster mouth entrance.

INT. FUNHOUSE - MOMENTS LATER

Pinocchio holds his sword out as he cautiously walks through a dark hallway with green and purple skeletons hanging on the walls.

PINOCCHIO You give up now? (no response)  
Come out and I'll stop!

Not a sound is heard. Suddenly a fat animatronic devil jumps up from a fake volcano. Pinoke jumps and slices the devil's horns off with his sword. The devil laughs as Pinoke composes himself and moves forward.

INT. FUNHOUSE - HALL OF MIRRORS - MOMENTS LATER

Pinoke steps into a hall of mirrors. He looks around at his distorted reflections in all the mirrors, sword out and ready.

Pinocchio backs up against a crooked mirror, sweating and breathing heavily.

Suddenly, Coachman's silver blade pokes out of the mirror, right next to Pinoke's head. Pinoke gasps and jumps back.

The crooked mirror collapses to the floor, smashing into a million pieces. Coachman appears behind it.

Coachman charges. Pinoke jumps away as Coachman's blade smashes the mirror. Coachman swings left and right at Pinoke, smashing all the mirrors as Pinoke backs away.

Coachman swings one more time, smashing the last mirror and yelping in pain as glass flies into his face.

Pinocchio runs out of the hall. Coachman raises his head, half of his face bleeding, and angrily screams as he runs after the boy.

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

Rain falls onto Eleonora's face. Her eyes flutter open and she groans, feeling her head.

ELEONORA Pinocchio?

Geppetto, still holding onto the girl, shoots a surprised look at her.

GEPPETTO You're awake! Thank goodness!

ELEONORA Where's Pinocchio?

GEPPETTO He's here. On the island. It's going to be alright.

Geppetto hears Coachman yell and swords clang against each other in the distance. Geppetto looks up, afraid.

GEPPETTO (CONT'D)  
My boy...KILL THAT MANIAC!

All the nearby donkey boys lift their heads up and bray in unison. The shadow men look at each other with worried expressions.

EXT. AZULA DECK - SAME

The sea creature continues approaching the moving ship. Blue soldiers stand beside several blue cannons. Lampwick stands at the helm, Jiminy standing on top of his head.

JIMINY It's coming closer!

LAMPWICK (V.O.)  
Ready! Aim!

The creature moves closer to the ship. Lampwick frowns and brays.

LAMPWICK (V.O.) (CONT'D)  
FIRE!

EXT. AZULA - SAME

All the cannons fire, sending blue cannon balls at the monster.

The first cannon hits the monster's head-

Then erupts into black confetti that blows away into the air. More cannons hit the creature and the same results occur. The monster keeps moving as if nothing had happened.

EXT. AZULA DECK - SAME

Lampwick and Jiminy stare in utter surprise.

LAMPWICK (V.O.)  
That...that can't be happening!

JIMINY It's as if nothing touched him!

BLUE SOLDIER Orders, sir?!

LAMPWICK (V.O.)  
Uh...reload and fire again!

The soldiers quickly reload the cannons. The creature keeps getting nearer.

The soldiers step beside the cannons.

BLUE SOLDIER Ready Captain!

LAMPWICK (V.O.)  
FIRE!

EXT. AZULA - SAME

The cannons go off, the blue cannon balls heading right for the monster-

The same thing happens and the creature continues its charge.

EXT. AZULA DECK - SAME

JIMINY The cannons aren't working!

HELM BLUE SAILOR at the wheel shakes his head.

HELM BLUE SAILOR They don't even slow him down not even a bit!

BLUE SOLDIER Alternative orders, sir?!

The blue soldiers all yell similar questions in unison. Lampy stares at them with terrified eyes and finally screams to the sky, sending Jiminy onto the floor where he lands on his bad leg and screams in pain.

EXT. PLEASURE ISLAND - POOL HALL - SAME

Lighting flashes as Coachman and Pinocchio furiously duel with each other.

Coachman swings his blade low, slicing the very tip of Pinocchio's lower leg.

Pinoke looks at his wounded leg. Coachman grins and charges. Pinoke blocks the blade and the two struggle to break their swords free of each other. They stare into each other's eyes with hatred.

COACHMAN Face it! No man can take me down on my own island!

PINOCCHIO I'm not a man...

Pinocchio lifts his wounded leg up and quickly spins his lower leg around, kicking Coachman in the chin. Coachman yelps as Pinoke pulls away and rushes behind Coachman. Coachman turns to face his opponent.

PINOCCHIO (CONT'D)  
I'm a puppet!

Pinoke charges at Coachman. They duel, Pinocchio backing Coachman through the swinging doors of the pool hall and into

INT. POOL HALL - SAME

Coachman steps over the fallen cue. Pinocchio steps in, his muddy foot steps on the cue, and Pinoke falls forward and lands against the billiard table.

COACHMAN HA!

Coachman swings. Pinoke shoves away from the table and against the wall.

The blue sword falls from his grasp and lands under the billiard table.

Coachman's blade slices one of the thick table legs in two, causing the entire table to collapse at an angle.

Coachman stands before Pinocchio. Pinocchio looks at his hands and gasps at the sight of no sword in either hand.

Pinoke looks at Coachman's feet and sees many billiards sliding off the table and landing behind his feet.

COACHMAN (CONT'D)  
This ends now!

Coachman jerks sword forward-

Pinoke gasps and his eyes widen as the silver blade is jammed through his stomach.

Coachman grins and begins to chuckle.

Pinoke looks down at the blade, seeing the two bullets stuck in his chest. He then looks at Coachman's feet and sees many billiards sliding off the table and landing behind his feet. Pinoke looks at Coachman, then casually walks forward, the blade getting deeper into his stomach and eventually poking out of the other side, spewing sawdust out of the wound.

Coachman stops laughing as the puppet gets right into his face.

PINOCCHIO Puppet?

Pinoke knees Coachman in the groin. Coachman yells and bends forward, stepping backward and onto one of the billiards. Coachman loses his balance and steps on another one, which rolls away.

Coachman hurries backwards to avoid falling, letting go of his sword.

Coachman steps on more billiards with one foot, then steps more billiards with his other foot.

Coachman tries to keep his balance, his legs pulled apart and his arms flailing.

The billiards carry Coachman a few inches back-

Then Coachman's foot slips and he falls onto the floor. The impact of the fall sends the billiards rolling across the floor in several different directions.

The white billiard rolls past a fallen slingshot next to a small box that reads on the top "MR. C'S FIRECRACKERS".

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

Eleonora stands beside Geppetto.

ELEONORA PINOCCHIO?! ARE YOU ALRIGHT?!

INT. POOL HALL - SAME

Pinoke lifts his head up.

PINOCCHIO (V.O.)  
Eleonora?

Pinoke stares at the silver blade in his chest.

PINOCCHIO (V.O.) (CONT'D)  
The sword.

Pinochio grabs the sword handle, and with all his might jerks the blade out of his chest. Sawdust spews out of the wound and blows into the air as Pinocchio holds up the sword.

PINOCCHIO (V.O.) (CONT'D)  
The curse.

Pinocchio turns and runs out of the pool hall as the rain continues its downpour outside.

Coachman rises to his feet and turns his head both ways, unable to see due to the fact that his head is stuck inside a spittoon.

COACHMAN (muffled)  
SHADOWS!

EXT. AZULA DECK - SAME

The creature is now ten feet twenty feet away from the Azula. The soldiers and sailors stand there and hold each other's hands, scared shitless.

EXT. AZULA HELM - SAME

Lampwick and Jiminy, who stands beside him, stare at the incoming beast with hopelessness.

JIMINY Well, Lampwick...this is how it all ends.

LAMPWICK (V.O.)  
I am so sorry I couldn't save Geppetto. I am so sorry that I failed Pinocchio and all those kids.

JIMINY I am so sorry I failed you, Miss Fairy. I really was too old to be travelling.

HELM BLUE SAILOR Last minute orders, sir?

Lampwick shuts his eyes.

LAMPWICK (V.O.)  
Goodbye, Momma.

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

Toto is among the donkey boys. Toto's ears perk up and he begins to bray.

TOTO (V.O.)  
HE'S COMING! HE'S ALIVE!

The donkey boys bray in unison. Eleonora and Geppetto look ahead, anxious.

Pinocchio runs out of Tobacco Row's gates and runs for the cube, the silver blade in his hand.

GEPPETTO PINOCCHIO!

ELEONORA YES! YES! YOU CAN DO IT! YOU CAN BREAK THAT CUBE!

Shadow Men beside Geppetto and Eleonora stare in surprise.

ROGER (O.S.)  
Shadows...

Shadow men turn behind them and stare at Roger's candy-cane hand weakly pointing towards Pinocchio from behind the wheel of a candy wagon.

ROGER (O.S.) (CONT'D)  
Kill the puppet...for good old Roger.

Roger's hand collapses into a mud puddle as we hear Roger gasp his very last breath.

EXT. AZULA DECK - SAME

The creature speeds forward. Everyone on deck is silent and still. Not a single eye is open. Everyone's heads are dripping with sweat and their eyelids soaking with tears.

The creature slows down and disappears under the ship. Lighting bolts light up the sky several feet away from the ship above the island.

EXT. PLEASURE ISLAND - AMUSEMENT PARK

SLOW-MO: Pinocchio runs for the cube, which starts to glow blood red light again, the donkey figure appearing in the center.

The shadow men roar in unison and fly up into the air and race towards Pinocchio.

Geppetto and Eleonora stare at the monsters, their jaw dropped.

Pinocchio is five feet away from the cube now. The shadow men are getting closer to them.

Pinocchio stops running, jumps forward, lifting the sword over his head.

EXT. AZULA DECK - SAME

SLOW-MO: The sea creature erupts from out of the water directly in front of the bow of the ship.

Its large shadow covers the entire crew, who remain still and keep their eyes shut tightly.

The sea flows down the creature's head, which we can now see resembles that of a crocodile: scaly skin, razor sharp teeth, and two bulging eyeballs as yellow and bright as the sun.

The sea creature stares down the ship, roars, and opens its jaws wide-

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

SLOW-MO: Pinocchio's body reaches the floor. The silver blade gets closer to the top of the glowing cube.

The shadow men open their jaws in unison, almost right in front of Pinocchio's face.

The blade comes down and cracks through the crystal cube, sending shards of it flying in different directions. The blade cuts through the donkey figure and stops.

BACK TO REGULAR FRAME RATE: The shadow men all freeze in mid- air, their jaws open wide and their eyes open wide.

Donkey boys stare in horror at the shadow men. As do Geppetto and Eleonora.

Pinocchio slowly lifts his face up and sees the blade inside the cube. The donkey figure fades away and the cube stops glowing.

Suddenly, a small gust of wind blows behind Pinocchio. The cube turns to dust and is blown away up into the storm cloud, along with the frozen shadow men.

Pinocchio and everyone stare in awe at the storm cloud.

Suddenly, a transparent violet face appears in the cloud. It's a DONKEY FACE that glares down at Pinocchio.

DONKEY FACE Thank you.

The donkey face fades away. The rain suddenly stops altogether. Everyone looks around as the storm cloud parts away, revealing the clear night sky and a beautiful full moon.

EXT. AZULA DECK - SAME

Lampwick slowly opens his eyes and gasps at the sight of the monster.

The monster is frozen, then groans and its eyes slowly close. Then slowly, its long scaly body falls away from the ship towards the water.

EXT. OPEN OCEAN - SAME

The creature's body continues to fall, until the head smashes on top of the Intruder rock. The entire body collapses into the ocean, causing large waves to splash into the air.

The waves clear, and we see the creature's body sink below the surface, taking the Intruder rock with it.

EXT. AZULA DECK - SAME

Lampy stares at the sight in disbelief. Jiminy slowly opens his eyes and stares at the scene the same way.

The entire crew open their eyes and have the same reaction as the tail fin sinks below, the creature never to rise again.

JIMINY What just happened?

Lampwick looks towards the island and smiles.

LAMPWICK (V.O.)  
That's my buddy.

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

A loud rumbling is heard. The donkey boys look up and see the drop ride from earlier shaking. The donkey boys bray and run the opposite way towards the far side of the mountain.

The drop ride falls over and crashes into the mud. Suddenly several rides on the island do the same thing.

EXT. PLEASURE ISLAND- CANDY STREET - SAME

All the surrounding buildings and attractions collapse onto themselves, including all candy-cane columns and street lamps.

EXT. PLEASURE ISLAND - ROUGH HOUSE - SAME

The tall tough-looking animatronic figure that stood above the entrance to the rough house falls forward and crumbles into pieces on the ground as the wooden fence surrounding the joint collapses.

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

Pinocchio stares at the dust being kicked up in the air from all the destruction. He hears another building start to crumble and looks ahead to see

EXT. PLEASURE ISLAND - POOL HALL - SAME

The billiard-shaped pool hall crumbles away and collapses onto itself, sending more dust into the air.

Pinocchio, Geppetto and Eleonora turn their heads away and cover their mouths and shut their eyes as a huge dust cloud washes over them, obscuring the entire frame for several seconds.

EXT. AZULA DECK - SAME

The entire crew cheer and jump around on deck in celebration.

Jiminy dances around at the helm.

JIMINY Hoo-hoo! We're alive! We didn't get gobbled up! And you did a fantastic job, Captain Lamp-

Jiminy gazes up at Lampwick and his jaw drops.

LAMPWICK (O.S.)  
Thanks a bunch, Jiminy.

Lampwick stands with his hand on the wheel, dressed in a blue captain uniform and hat. He has red hair, buck teeth, and grins over at the nearby island.

LAMPWICK (CONT'D)  
But there's only one true hero among us! Ha ha ha!

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

The dust cloud disappears. Pinoke and his two friends look up and their jaws drop.

GEPPETTO Look, Pinocchio.

The dust clouds all disappear...and reveal hundreds of boys standing there and looking at themselves and at each other with surprise. They're all human again!

ELEONORA THE CURSE IS LIFTED!

The boys cheer in unison. John and Paul hug each other. Toto and his three friends hug each other and jump around.

Pinocchio smiles at the cheering sea of boys. Eleonora turns his face towards hers. She smiles. Pinoke smiles back.

The two kids close their eyes and lean their lips towards each others-

The front doors behind them swing open.

Pinoke, Eleonora and everyone else go silent and look at the doors with surprise.

Lampwick stands before his army of blue soldiers, a blue cutlass in his hand. Jiminy sits on his shoulder.

LAMPWICK Alright, you guys...who wants to go home to their families?!

The boys cheer and jump up and down. Pinocchio and Eleonora laugh as Lampwick holds up his sword and smiles at his best friend. Jiminy waves at Pinoke, who waves back.

GEPPETTO (O.S.)  
Pinocchio?

Pinocchio turns and sees Geppetto standing behind him, shaking and gently weeping.

PINOCCHIO Father? What you crying for?

GEPPETTO Because...you risked your life to save mine. Even after those things I said...

Pinocchio takes his father's hand and gently pats it.

PINOCCHIO It's alright, Father. I know where you were coming from. I realize what you want me to do. But I also realize that I'll always have a place to call home.

Geppetto breaks down sobbing.

GEPPETTO You course you always will! I love you so much, son!

PINOCCHIO I love you so much too, Father!

Father and son embrace each other, tears rolling down their faces. Eleonora stares at the two with a smile and teary eyes.

Lampwick and Jiminy stare at the two, moved.

Toto and all the other boys stare moved, too.

TOTO (to himself)  
He's a true hero.

Father and son let each other go. Geppetto smiles at his son. Pinoke smiles back, then walks past Geppetto and looks out to the crowd.

PINOCCHIO Boys, the curse of Pleasure Island may be over, but changes have gotta be made starting right now! You boys...every single one of you...must stop your bad behavior and start being good, responsible people! If you do that, I promise you that you won't make jackasses out of yourselves...and you'll never have to be taken advantage of-

Pinoke stops as something catches his eye.

Standing on top of the giant stone skull, a slingshot in his hand with a lit firecracker pulled back in the sling, is Coachman!

Pinocchio gasps at the sight of the burning firecracker. Coachman fires, the firecracker speeding right for Pinoke.

As soon as it hits Pinoke's chest, the firecracker explodes and flames erupt all over Pinochio's body.

Pinocchio screams and falls onto his back on some floorboards.

ELEONORA/GEPPETTO PINOCCHIO!

LAMPWICK/JIMINY NO!

Pinochio wriggles on the floorboards. Donkey boys look up at Coachman, who cackles.

COACHMAN I WIN!

Coachman continues to laugh. His left foot stands on a slippery part of the skull. Coachman jerks his fist into the air. Suddenly he loses his balance and falls off the top of the skull and into the muddy ground on his hip. His teeth fall out of his mouth and land in the mud. False teeth.

COACHMAN (CONT'D)  
OHHH! MY HIP!

Toto and many other boys approach Coachman, who tries to rise up and cannot do it.

COACHMAN (CONT'D)  
I feel weak...my power!

TOTO Let's get him!

Toto and his army charge forward and descend upon Coachman, who screams as the boys being punching him and throwing mud on him.

Lampwick runs over to his burning friend.

ELEONORA HOLD ON PINOCCHIO!

LAMPWICK WE'LL PUT IT OUT!

Eleonora and Lampwick rush over to a nearby poster that reads "WELCOME" and rip it off the soaking wet pole and run back to Pinocchio.

GEPPETTO My son! Hold on my son!

JIMINY Throw it on him!

Eleonora and Lampwick throw the wet poster onto Pinoke's body, then being patting sections of the poster down, trying to put the flames out.

Pinoke's eyes slowly begin to close.

GEPPETTO Hold on, Pinocchio! My son! My son...

Pinoke's eyes close and all sounds fade away.

FADE TO BLACK.

GEPPETTO (V.O.) (CONT'D)  
My son...

Several moments of darkness pas by until -

FADE IN:

EXT. CLOUDS - NIGHT

We are hovering above a large white cloud, overlooking all of Italy which sparkles with lights against a dark blue ocean.

Pinocchio, wearing a white robe, all his scars gone, along with the flames, peeks over the edge of the cloud, gazing with wonder at the land below.

BLUE FAIRY (O.S.)  
I have been overlooking this same land for eighteen-thousand years...

Blue Fairy steps behind Pinochio, smiling.

BLUE FAIRY (CONT'D)  
And I still find it so beautiful. What do you think?

PINOCCHIO I see a world that's waiting for me to see it. To travel it. To enjoy it.

Pinocchio looks sad and shuts his eyes.

PINOCCHIO (CONT'D)  
But I can't now. My time has run out.

BLUE FAIRY Not necessarily.

Pinocchio's eyes lighten up. He rises to his feet and looks at the Blue Fairy.

PINOCCHIO You mean...I can go back?

BLUE FAIRY You are not like others on that Earth, Pinocchio. You were born of magic, and as long as I am around...you will be too. (beat)  
I didn't turn you back into wood because you made a wish. I did it to save your life, and I did it so you could save the bond that you and your father share. Fear of the unknown had become so solid in your mind, that you couldn't break it apart and see the opportunities that life has to offer for everyone. Human or not. I wanted to help you overcome the memories of your childhood adventures, and help you preserve the love that you feel for Geppetto, and the love, that he feels for you.

Blue Fair lifts her wand.

BLUE FAIRY (CONT'D)  
Are you ready to begin living your life, Mr. Collodi?

Pinocchio smiles at Blue Fairy.

EXT. OPEN OCEAN - DAWN

The Azula slowly glides through the sea, the sun rising over the horizon and the island miles away in the distance.

EXT. AZULA DECK - SAME

The deck is full of boys and soldiers, all standing and silent and looking sadly at each other and at the ocean. Toto and his three pals stand beside each other in sadness. Blue soldier looks out at sea with tears in his eyes. Blue Sailor sits in the crows nest looking sad.

EXT. AZULA HELM - SAME

Lampwick stands at the helm with a vacant expression. Jiminy sits on the helm with his head in his hands.

Eleonora sits on a bench and sobs her eyes out. Geppetto sits next to her and has his hand on her shoulder, looking vacantly at the rising sun.

EXT. AZULA DECK - SAME

The cabin door slowly opens, and a familiar figure, his clothes mud-free and clean, walks onto the deck.

Toto and his pals look up and their jaws drop.

Every boy looks up and has the same reaction. Blue Soldier and his fellow soldiers have the same reaction.

EXT. AZULA HELM - SAME

Jiminy raises his head up and his eyes widen at something below him. Lampwick looks down, back up, then looks back down in surprise.

Geppetto looks up at Lampwick.

GEPPETTO What is it?

Lampwick points to the deck. Geppetto stands up, look over and his jaw drops. Eleonora joins his side, and she has the same reaction.

Jiminy jumps off the helm and lands onto the floor of

EXT. AZULA DECK - SAME

And looks up at the figure in disbelief.

JIMINY Are you real?

Pinocchio smiles back, now in his human form.

PINOCCHIO Not only am I real...I'm a real boy again.

Jiminy smiles, runs over and hugs Pinoke's leg, tears rolling down his cheeks.

TOTO I can't believe...but there he is!

EXT. AZULA HELM - SAME

GEPPETTO Pinocchio...

ELEONORA My love...

LAMPWICK Soldiers! Full speed ahead! We don't have all day to get these kids home!

EXT. AZULA DECK - SAME

Everyone on deck cheers. Blue soldiers and sailors throw their hats into the air.

Many boys run up to Pinoke and hug him, shake his hands, and give him plenty of "Thank You"s.

JIMINY (O.S.)  
Hey! Watch who you're stepping on! I'm a cricket not a tarantula!

EXT. OPEN OCEAN - SAME

The Azula speeds ahead, the shore miles ahead of them. The sun is now above the horizon.

Suddenly, a wanted poster for Pinocchio flies by. Then another one. Then more. Then next thing we know, hundreds and hundreds of wanted posters blow off into the sky in a snake- like path.

PINOCCHIO (V.O.)  
So what happened to the Coachman?

ELEONORA (V.O.)  
Don't worry. Me and my old friends took good care of him!

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

Several performers and employees walk past the ruins of the park and approach the ferry, carrying boxes and bags and setting them aboard.

A pair of SIAMESE TWINS walk by carrying their bags when the bag falls from their hands onto the ground.

TWIN 1 Really now?

TWIN 2 I'll get it.

Twin 2 grabs the bag, and we see that her hand accidentally grips onto a large door knocker. She lifts the bag up, and accidentally opens up a trap door.

TWIN 2 (CONT'D)  
Well look at that!

TWIN 1 Miss Lorenzini told us to never open this up! Look!

Twin 2 looks down into

INT. CELLAR - SAME

Where Coachman looks up at her from inside a small cage, his feet and hands tied behind his back via shackles, wearing a tight pink ballerina tutu, and his false teeth missing from his mouth.

COACHMAN Lemme out of here! I'll starve to death if you keep me here! Lemme go!

TWIN 2 I can't understand a word he's saying.

TWIN 1 Who cares what he's saying?

KNIFETHROWER (O.S.)  
Excuse me, girls.

EXT. PLEASURE ISLAND - AMUSEMENT PARK - SAME

A handsome KNIFETHROWER steps up and shuts the trap door.

KNIFETHROWER It ain't safe to be near a wild animal.

TWIN 1 Let's go!

The two twins walk towards the ferry, Twin 2 smiling at Knifethrower. Knifethrower watches them go with a smile, then he bends down and uses a small key to lock the trap door.

He pulls the key out and steps back as two employees toss a large rug on top of the trap door. Knifethrower pulls out a knife.

KNIFETHROWER SO LONG YA DEVIL!

Knifethrower throws the knife into the trap door. It lands and sticks out of the rug.

Knifethrower and his two pals walk away, laughing.

COACHMAN (V.O.)  
Lemme me out of here! Lemme out of this cage! I WANT TO GO HOME TO MY MUMMY!

EXT. STREET - DAY

Pinocchio, Lampwick, Jiminy, Geppetto, and Eleonora walk down a village street. Lampwick remains in his captain uniform and looks a bit nervous.

GEPPETTO Now that all the others have been returned to their homes, our next step is Lampwick's house.

PINOCCHIO I can't wait to see the look on your mother's face! She'll be so thrilled!

LAMPWICK But what if she doesn't remember me? You said yourself that families will instantly forget about-

PINOCCHIO Only when they're donkeys, Lampy. You're not a donkey anymore. You're a man.

JIMINY And a very official-looking one, too!

Lampwick stops and stares nervously at a small house in front of them with a small garden in the front.

LAMPWICK Well...this is it.

ELEONORA Go inside, Lampwick.

Lampy remains motionless. Pinocchio gently touches his best friend's shoulder and turns him around so he's facing him.

PINOCCHIO I promise you that she'll remember. I promise.

Lampy fights back tears, then gives his best friend a big bear hug.

LAMPWICK I love ya, Pinocchio.

PINOCCHIO Me too, Lampwick.

The two friends separate. Lampwick wipes his eyes and smiles at Eleonora and Geppetto.

LAMPWICK See you later. (to Jiminy)  
Take care of yourself, first mate Cricket.

JIMINY Will do. Captain Lampwick.

Jiminy salutes Lampwick. Lampwick salutes him back, then turns to the house, sighs, and approaches the front door.

INT. LAMPWICK'S HOUSE - SAME

An empty, clean living room. There are framed pictures on the mantelpiece and walls, but there's nothing inside the frames beside blank white canvases.

There's a knocking at the door. A middle-aged woman, MOMMA, approaches the door and answers it.

LAMPWICK Momma? It's me, Lampwick. Don't ya remember me?

Momma stares carefully at her son, then tears swell up in her eyes and she shakes her head.

MOMMA Where have you been all this time?

Momma embraces her son, sobbing. Lampwick pats her head and kisses her on the cheek.

LAMPWICK I'm home, Momma. I'm finally home.

Behind them, all the photographs are now full of pictures of Lampwick at various ages.

Pinocchio smiles from behind his best friend. As does Eleonora, who we can see is holding hands with Pinocchio.

INT. BARN - DAY

The barn door is pulled open and Barty steps in. Barty looks up and drops his water bucket with alarm.

BARTY Who are you? Where's my donkey?

A thin BOY turns around, covering himself in a blanket.

BARTY (CONT'D)  
What's your name kid?

BOY Alexander.

Suddenly, a chomping sound is heard and Barty screams in pain. He turns around and we see his black Labrador behind him, his jaws clamped onto Barty's ass.

BARTY Let me go! Let me go! Darling, get this mutt off me! Ow! Ow! Ow!

The boy smiles and rushes past Barty and out of the barn. Barty continues to scream in pain.

EXT. BANK - DAY

Pinocchio and his three pals walk down the street. Eleonora points to her right.

ELEONORA Hey look! Bank robbers.

Pinoke and the others look and see several armed policemen escorting five figures in chains from out of a bank into the back of a police wagon.

Pinoke looks at the asses of the five robbers, who are wearing all black and have their faces hidden by black hoods.

The first robber has the tail of a dalmatian. The second one has the tail of a weasel. The third one the tail of a alligator. The fourth one the heavily bandaged tail of a cat.

The fifth one has no tail, but two red fox ears poking out of the hood.

Pinoke smiles.

PINOCCHIO Hang on, guys.

Pinocchio approaches the wagon.

GEPPETTO Pinocchio?

JIMINY What is he doing?

Two policemen shut the wagon door and lock them up, then walk to the front as Pinocchio steps up the bars of the door, looking inside.

PINOCCHIO So, looks like you're luck's ran out, huh Honest John?

The fox-eared criminal looks at Pinocchio.

HONEST JOHN You?! You dare to insult me in front of my friends?!

PINOCCHIO Why's it matter? You're no longer a hot-shot night club owner who likes to steal from others more worthy than you will ever be!

The fox jumps at the bars, trying to get his shackled hands at Pinocchio.

HONEST JOHN You little! You think this is over? You haven't heard the last of HJ and Giddy! You understand Maurizio?!

PINOCCHIO The name's Pinocchio. Now goodbye...loser.

Pinocchio turns and walks back to his friends.

GEPPETTO What were you talking to them about?

PINOCCHIO Just saying goodbye to an old acquaintance. I'll explain later.

The four friends continue walking.

HONEST JOHN They may have captured me, but they can't keep me locked up forever!

Gideon stands beside his friend, looking at him.

GIDEON Sure they can. We're going to the toughest prison in Italy.

HONEST JOHN Good point, Giddy.

Honest John suddenly shoots a look at Giddy.

The wagon starts to move and heads down the street.

HONEST JOHN (CONT'D)  
Did...did you just talk, Gideon?

GIDEON HICCUP!

The wagon moves further down the street as we

DISSOLVE TO:

INT. GEPPETTO'S WORKSHOP - NIGHT

All the music boxes in the shop are active and playing music. Geppetto dances to the waltz as he stirs some pasta in a pot, then puts two piles of pasta into a medium-sized dish, and a tiny dish.

GEPPETTO Alright my little animal friends!

Geppetto takes the two bowls and approaches the kitchen.

GEPPETTO (CONT'D)  
Tonight you're both getting a special treat! Pasta Ala Geppetto! Now, here's yours Figa-

Geppetto opens his eyes and is surprised to see Figaro's bed empty.

GEPPETTO (CONT'D)  
Figaro?

Geppetto looks at the kitchen table and raises his eyebrows.

GEPPETTO (CONT'D)  
Cleo?

Geppetto looks around.

EXT. ALFREDO'S HOME - NIGHT

There's a knocking at the door.

ALFREDO (O.S.)  
I'm coming, hold your horses!

Alfredo opens the door. No one is there. He looks both ways, then hears a meowing sound by the ground. He looks down.

Standing at the doorway, armed with knives and forks and wearing bibs, is Figaro and Cleo (back in her castle in a new water-filled bowl). They lick their lips and drool.

Alfredo raises his eyebrows, then smiles.

ALFREDO (CONT'D)  
Just don't tell anyone the family recipe, okay?

Alfredo picks up Cleo's bowl while Figaro prances inside. Alfredo shuts the door with his free hand.

INT. GEPPETTO'S WORKSHOP - SAME

Geppetto sets the two bowls down on his worktable.

GEPPETTO More for me then. But first...

Geppetto picks up his sign and sets it onto the worktable. He looks carefully at the unfinished sign, which reads "GEPPETTO'S".

Geppetto thinks, then looks up at the ceiling. He smiles.

INT. BEDROOM - SAME

Pinocchio lies in bed, carving something out of a small piece of wood. Eleonora lies beside him, watching him work.

ELEONORA I think it's so generous of you and your father to give Lampwick on-the -job training so he could help around the shop.

PINOCCHIO And so will you.

ELEONORA Me? I know nothing about wood- carving. It's always been a bizarre craft for me.

Pinoke stops carving and sets his tool onto the floor.

PINOCCHIO I thought you were interested in the bizarre?

The two lovers smile at each other. Pinocchio opens his hand and reveals a tiny wooden heart. Eleonora giggles.

ELEONORA Ah, it's so beautiful! You really are a natural!

EXT. WINDOW - SAME

Jiminy stands on the window ledge, smiling at Pinocchio and Eleonora through the glass. Jiminy chuckles and turns around. He looks up at the night sky and lowers his hat.

JIMINY Thank you again, my lady.

The wishing star sparkles profoundly.

JIMINY (CONT'D)  
Not only is Pinocchio a real boy again, but he's much more sure of himself and ready to enjoy life, just like all men do. If it weren't for your kindness and your-

A blue light shines on Jiminy, who covers his eyes. He opens them as the light disappears. He then looks at his leg. The bandages fall off and blow away into the air. Jiminy's leg is as good as new.

JIMINY (CONT'D)  
Golly! My leg's back in shape! Ho Ho Ho!

Jiminy smiles at the wishing star.

JIMINY (CONT'D)  
Boy I think it's swell.

INT. BEDROOM - SAME

Eleonora and Pinocchio look up at the wishing star in awe.

ELEONORA It's so beautiful. I've never seen a star shine like that.

PINOCCHIO You know, Eleonora? When I was little, I used to gaze up at that star every night, and Father used to sit on my bed, tuck me in, and sing me a lullaby. Now how did it go?

Pinocchio thinks, Eleonora staring at him with interest.

PINOCCHIO (CONT'D)  
(singing)  
When you wish upon a star...makes no difference who you are...

Pinoke looks into Eleonora's eyes.

PINOCCHIO (CONT'D)  
(singing)  
Anything your heart desires will come, to, you.

Eleonora begins following along with Pinoke.

PINOCCHIO/ELEONORA (singing)  
If your heart is in your dream, no request is too extreme. When you wish upon a star...as dreamers do.

Pinocchio and Eleonora stare into each other's eyes. They close them, lean forward, and kiss each other on the lips.

EXT. WINDOW - SAME

Jiminy looks up at the wishing star.

JIMINY (singing)  
Like a bolt out of the blue...fate steps in...and sees you through.

EXT. GEPPETTO'S WORKSHOP - SAME

Geppetto opens the door, a step stool under his right arm and a hammer in his right hand. He pauses, and looks up at the wishing star.

CHORUS (V.O.)  
(singing)  
When you wish...upon a star...

Geppetto winks and steps inside, the door closing behind him.

CHORUS (V.O.) (CONT'D)  
Your dreams...come...true.

Hanging above the door in bright golden letters is Geppetto's sign, which now reads "PINOCCHIO & FRIENDS".

The wishing star sparkles in the distance above the sign as the music finishes and we

FADE OUT.

ROLL MAIN CREDITS.

EXT. ATLANTIC OCEAN - NIGHT

The wishing star shines over the Atlantic Ocean as a large ship glides through the water. In the distance we can see the tall silhouette of Lady Liberty along with several tall buildings behind her.

EXT. AMERICAN DECK - SAME

A large crowd of immigrants stare in wonder at the city, whispering to each other in their native tongues. Frokko is among the crowd, by himself.

Frokko looks up at the wishing star, winks at it, then turns and walks towards a cabin door.

FROKKO Oh my dear Maurice! We're nearing New York City. Come out and take a look.

INT. CABIN - SAME

Frokko opens the cabin door.

FROKKO Come on don't be shy-

Frokko's smile drops and his eyes widen and dart all over the empty cabin.

FROKKO (CONT'D)  
Where did he go?! Wait! Where's my money chests?!

EXT. ATLANTIC OCEAN - MOMENTS LATER

Rowing out to sea many miles behind the ship in a small rowboat, dragging three large chests attached to each other and to the boat with ropes across the water , is the same Marionette (now named MAURICE) we saw from Pinocchio's circus acts.

FROKKO (O.S.)  
MAURICE! YOU BACKSTABBING MONSTER!

EXT. STERN - SAME

Several immigrants stare at Frokko, who stands angrily at the stern of the ship.

FROKKO I'M COMING TO GET YOU, YOU SON OF A-

Two muscular sailors (OLLIE and STAN) grab Frokko and pull him away from the railing.

OLLIE What is your problem?!

FROKKO That puppet stole my entire life savings!

OLLIE Puppet?

STAN This man's lost his mind.

OLLIE Let's take this nutcase below!

The two sailors drag Frokko down the deck by his arms as the frightened immigrants step out of their way.

FROKKO That ungrateful hoodlum! I should've never wished for him to be alive!

EXT. ATLANTIC OCEAN - SAME

Maurice continues to row as he rotates his head towards camera and smiles at it.

MAURICE There are no strings on me.

Maurice winks as we smash cut to black.

ROLL REST OF CREDITS.

THE END.


End file.
